HomeMy WebLinkAboutContract 31738 CITY SECRETARY . r
04-29-05PO2 :33 „ CONTRACT NO.
)I L
ROOM BLOCK& MEETING SPACE AGREEMENT
Between
THE CITY OF FORT WORTH, TEXAS
"CITY"
t and
OMNI FORT WORTH PARTNERSHIP, L.P.
"OWNER"
DATED: April 2005
OR ; 1
�, W-Wro, YEN,
ROOM BLOCK& MEETING SPACE AGREEMENT
THIS ROOM BLOCK & MEETING SPACE AGREEMENT (the "Agreement") is
made and entered into as of the 27fj% day of April, 2005 (the "Effective Date"), by and between
THE CITY OF FORT WORTH, TEXAS, a municipal corporation organized and existing
under the laws of the State of Texas (hereinafter called the "City") and OMNI FORT WORTH
PARTNERSHIP, L.P., a Delaware limited partnership (hereinafter called the"Owner").
RECITALS
WHEREAS, the City has recently redeveloped the community's convention assembly
venue, known as the Fort Worth Convention Center (hereinafter called the "Convention
Center"); and
WHEREAS, to maximize the performance of the Convention Center and to encourage
convention and tourism business in the City, the City desires to facilitate the development of first
class, full service hotels in the vicinity of the Convention Center; and
WHEREAS, Owner desires to develop a first class convention center hotel of
approximately 600 rooms (the "Hotel")to be located next to the Convention Center; and
WHEREAS, Owner has entered into a ground lease (the "Ground Lease") with the City
for the Hotel Site; and
WHEREAS, the City and Owner have entered into an Economic Development
Agreement (the "Economic Development Agreement") under which the parties agreed to, among
other things, enter into a Room Block Agreement pursuant to which specific percentages of the
Hotel's standard guest rooms and suites will be reserved for specific periods of time for
attendees, participants and planners of conventions and/or trade shows at the Convention Center,
and
WHEREAS, the City and Owner intend for this Agreement to satisfy the
above-referenced obligation of the parties to the Economic Development Agreement; and
WHEREAS, Owner shall grant to any successor and to any party which operates the
Hotel on Owner's behalf (the "Operator") the authority and responsibility to administer, on
behalf of Owner and as the Owner's agent, this Agreement; and
WHEREAS, the City and the Owner desire to enter into this Agreement for their mutual
benefit;
NOW, THEREFORE:
AGREEMENT
For and in consideration of the foregoing recitals and of the mutual promises, obligations,
covenants and benefits herein contained, the City and the Owner contract and agree as follows:
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ARTICLE I
TERMS AND DEFINITIONS
In addition to terms defined in the body of this Agreement, the following terms have the
meaning set forth in this Article I.
1.01 Agreement. As defined in the preamble to this Agreement.
1.02 Amended Offer. As defined in Section 2.01(d) of Exhibit"A"to this Agreement.
1.03 Binding Contract. The contract between Potential Convention Center Customer
and Owner and/or Operator that sets forth the terms and conditions under which the
Owner/Operator will make an Event Room Block available to the attendees of a specific
Citywide Event.
1.04 Business Days. Each day other than a Saturday, Sunday, or any legal holiday
recognized as such by the City.
1.05 Cit. As defined in the preamble to this Agreement (or its successor) acting by
and through its City Manager or any Assistant City Manager. Unless provided otherwise in this
Agreement, the interests of the City are represented by the Director in this Agreement.
1.06 City-Wide Event. A convention, trade show or other event held at the Convention
Center during which a Potential Convention Center Customer, in anticipation of the event,
requests that hotels in the City (including the Hotel) and the surrounding metropolitan areas
provide, in the aggregate, a minimum of 700 guest rooms for one day or more while the event is
being held.
1.07 Competing Convention Center Facilities. Competing State Convention Center
Facilities and Competing National Convention Center Facilities, collectively.
1.08 Competing State Convention Center Facilities. Other convention centers
providing convention center facilities in Texas that reasonably compete with the Convention
Center from time to time. For purposes of this Agreement, Competing State Convention Center
Facilities currently include the Dallas Convention Center, Austin Convention Center, San
Antonio Convention Center, and Houston Convention Center.
1.09 Competing National Convention Center Facilities. Other convention centers
outside of Texas that reasonably compete with the Convention Center from time to time. For
purposes of this Agreement, Competing National Convention Center Facilities currently include
the Charlotte Convention Center, Nashville Convention Center, Kansas City Convention Center,
and Minneapolis Convention Center.
1.10 Convention Center. As defined in the preamble to this Agreement and better
defined as the convention center facility located at 1201 Houston Street in downtown Fort
Worth, Texas.
1.11 Convention Center Requirements. As defined in Section 4.02(A).
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1.12 Current Offer. As defined in Section 2.01(e) of Exhibit"A"to this Agreement.
1.13 CVB. The Fort Worth Convention& Visitors Bureau or its successor.
1.14 Director. The senior executive of the Convention Center or that person's
designee.
1.15 Economic Development Agreement. As defined in the Recitals of this
Agreement.
1.16 Effective Date. The date set forth in the preamble of this Agreement.
1.17 Exhibit"A". Exhibit "A" is the first exhibit to this Agreement and specifies the
functional procedures for administering the day-to-day requirements under the Agreement.
1.18 Event Night. A night during a City-Wide Event when the out-of-town
participants of same would reasonably be staying overnight in the City.
1.19 Event Room Block. A block of guest rooms at the Hotel, offered to or reserved
for the planners/attendees of City-Wide Events.
1.20 Exempt Inventory. The difference between (i) the actual number of guest rooms
at the Hotel and (ii) the Maximum Event Room Block.
1.21 First Customer. As defined in Section 2.01(g) of Exhibit "A".
1.22 Ground Lease. As defined in the Recitals of this Agreement.
1.23 Hotel. As defined in the Recitals of this Agreement.
1.24 Hotel Site. The tract or parcel, whether one or more, of real property upon which
the Hotel, or any part of it, is constructed.
1.25 Initial Offer. Initial Offer shall have the meaning ascribed to it in Section 2.01(b)
of Exhibit "A".
1.26 Initial Offer Date. The date upon which the Operator is required to make an
Initial Offer as described in Section 2.01(b) of Exhibit"A".
1.27 Managed Hotels. Full-service hotels that are generally comparable to the Hotel
that are managed by the Operator or Owner or any entity affiliated with, controlled by, under
common control with, or controlling Operator or Owner.
1.28 Management Agreement. The Agreement between Owner and Operator (if any)
that sets forth, among other things, their respective responsibilities relating to the day-to-day
operations of the Hotel and their respective responsibilities under this Agreement.
1.29 Maximum Event Room Block. The Maximum Event Room Block is as follows:
(i) for a City-Wide Event whose first Event Night is scheduled to occur 36 calendar months or
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more from the Initial Offer Date, the Maximum Event Room Block shall be 80% of the
inventory of Suites plus 80% of the Standard Guest Rooms (rounded); and (ii) for a City-Wide
Event whose first Event Night is scheduled to occur 24 months or more, but less than 36 months
from the Initial Offer Date, the Maximum Event Room Block shall be 50% of the inventory of
Suites plus 50 % of the Standard Guest Rooms (rounded).
1.30 Meeting Facilities. The rentable function space in the Hotel, together with all
circulation and support space.
1.31 Minimum Hotel Operating Standard. The operating criteria (but not the facilities
standards) necessary for a hotel property to receive either a Three Star rating by Mobil Travel
Guide or the operating criteria (but not the facilities standards) necessary for a hotel property to
receive a Four Diamond rating by the American Automobile Association, both of which are
described and set forth in Exhibits `B-1" and `B-2", respectively, which Exhibits are attached
hereto and made a part of this Agreement for all purposes. Owner shall at no time be required to
demonstrate receipt or maintenance of such rating.
1.32 Negotiations Period. As defined in Section 2.01(8) of Exhibit "A" to this
Agreement.
1.33 Notice or notice. Each and every communication, request, reply, or advice
required or permitted to be given, made or accepted by any party to this Agreement to any other
party to this Agreement, each of which shall be given in writing, and deemed received by the
intended recipient, in accordance with Section 8.02 below.
1.34 O enin . The date upon which the Hotel opens to the public.
1.35 Qperator. As defined in the Recitals of this Agreement. In the event Owner
enters into a Management Agreement, the Operator is the entity responsible for overseeing the
day-to-day management of the Hotel and for administering the Owner's responsibilities under
this Agreement.
1.36 Owner. Owner shall initially mean Owner as defined in the preamble to this
Agreement and any successor entity.
1.37 Party. Either the City or the Owner, the parties to this Agreement.
1.38 Parties. Both the City and the Owner, the parties to this Agreement.
1.39 Potential Convention Center Customer. A person, entity, group or association (or
any combination thereof) which is planning a City-Wide Event.
1.40 Rate Quote. Rate Quote shall have the meaning ascribed to it in Section 2.01(b)
of Exhibit "A".
1.41 Room Block Request Notice. Room Block Request Notice shall have the
meaning ascribed to it in Section 2.01(a) of Exhibit"A".
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ARTICLE IV
SPECIAL OBLIGATIONS OF OWNER AND OPERATOR
4.01 Records. Owner shall keep reasonable and accurate records relating to the
provision of services provided hereunder. Owner shall prepare and submit to the Director, with a
copy to the CVB, on a monthly basis, a summary of all applicable actual and potential bookings
at the Hotel under this Agreement in a manner that would enable a reasonable person to readily
determine the future rooms inventory at the Hotel available to the City under this Agreement.
4.02 Hotel Standards.
(A) To the extent Owner is operating the Hotel, Owner agrees to do so in
accordance with the Minimum Hotel Operating Standard for a period of twenty-five (25)
years from the date that Owner first opens the Hotel for business to the public. After
such 25-year period, Owner's obligation to operate and maintain the Hotel in accordance
with the Minimum Hotel Operating Standard shall continue only so long as the
Convention Center is operated and maintained at a level sufficient to support a hotel
operating in accordance with the Minimum Hotel Operating Standard and the City of Fort
Worth continues to be a desirable convention and business destination that makes it
economically feasible to operate the Hotel at the Minimum Hotel Operating Standard
(collectively, the "Convention Center Requirements"). If the City determines in its
reasonable judgment that the Hotel is not being operated in accordance with the
Minimum Hotel Operating Standard as required by this Section 4.02(a), the City shall
deliver written notice to Owner specifically setting forth the basis of the City's
determination. If Owner disagrees with the City's determination or, after the expiration
of the 25-year period, if Owner believes that the Convention Center Requirements have
not been satisfied so as to obviate the requirement that the Hotel be operated at the
Minimum Hotel Operating Standard, Owner shall submit the matter to arbitration for
resolution in accordance with Section 6.04 hereof. If Owner fails to respond to the City's
notice within ten (10) days after receipt, Owner will be deemed to have disagreed with
the City's determination and the City shall submit the matter to arbitration for resolution
in accordance with Section 6.04. Owner will have one (1) year after receipt of such
notice (or after the arbitrator's final ruling, as applicable) to bring the Hotel up to the
standards required to meet the Minimum Hotel Operating Standard. Owner shall deliver
written notice to the City once Owner believes the Hotel has resumed operations in
accordance with the Minimum Hotel Operating Standard. If the City does not agree with
Owner's determination that Owner has resumed operating the Hotel in accordance with
the Minimum Hotel Operating Standard, the City shall submit the matter to arbitration in
accordance with Section 6.04 hereof within fifteen (15) days after receipt of such written
notice from Owner. If Owner does not bring the Hotel to the Minimum Hotel Operating
Standard within the required time period, then, as the City's sole and exclusive remedy,
(i) if Owner's failure to resume operations in accordance with the Minimum Hotel
Operating Standard occurs during the period the Economic Development Agreement and
the Tax Abatement Agreement are in force, the City will have the rights available under
the Economic Development Agreement and the Tax Abatement Agreement, or (ii) if
Owner's failure to resume operations in accordance with the Minimum Hotel Operating
Standard occurs after the Economic Development Agreement and Tax Abatement
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Agreement have expired, the City will be entitled to actual damages as determined by an
arbitrator appointed in accordance with Section 6.04 hereof, provided that the City must
use its best efforts to mitigate any damages the City may suffer as a result of the Hotel
not being operated in accordance with the Minimum Hotel Operating Standard.
Notwithstanding anything to the contrary set forth in this Agreement, Owner will not
have any obligation (express or implied) to continuously operate the Hotel during the
Term.
(B) The Hotel shall be branded as the Omni Fort Worth Hotel so long as
Owner owns the Hotel. After Owner sells the Hotel as permitted under the Ground
Lease, the Hotel may be branded as any other hotel so long as it is operated in accordance
with the terms of this Agreement.
4.03 Designated Representative. At all times during the Term, Owner will ensure that
there is a designated representative available and authorized by Owner to perform the obligations
set forth in this Agreement.
4.04 Compliance with Obligations Set Forth in Exhibits. At all times during the Term,
Owner shall comply with and (if applicable) shall cause Operator to comply with all obligations
of Owner that are set forth in Exhibit "A"which is attached hereto and hereby made a part of this
Agreement for all purposes.
ARTICLE V
TERM AND TERMINATION
5.01 Commencement of the Term of this Agreement. The Term of this Agreement
shall commence on the Effective Date.
5.02 Termination of the Term of this Agreement. The Term shall continue until the
99th anniversary of the Hotel's opening for business.
5.03 Periodic Renovation/Restoration of Hotel and Convention Center. Upon at least
24 months' written notice from one Party to the other, Owner and City shall mutually determine
a schedule by which Owner may close portions of the Hotel and City may close portions of the
Convention Center for renovation and restoration. Except in the event of a casualty loss or a
hazard to the public health, the Convention Center shall not be closed in its entirety and no more
than three (3) floors of the Hotel shall be closed at one time. The Parties agree that during
renovation or restoration of the Hotel, the number of rooms which are subject to this Agreement
shall be proportionately reduced based on the number of rooms being renovated or restored.
During such renovation or restoration, all reasonable efforts shall be made by each party to
minimize disruption of events that are already booked at the Convention Center or recurring
events at the Convention Center that the Parties anticipate are likely to be booked.
ARTICLE VI
EVENTS OF DEFAULT
6.01 Default. A default under the terms of this Agreement shall occur if any Party
hereto shall materially breach any of the terms, conditions or covenants contained in this
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Agreement to be performed or observed by it, and such Party does not remedy such default
within thirty (30) days after Notice or, if the default is of such character as to require more than
thirty (30) days to remedy, then if such Party fails to commence to cure and correct the default
within said thirty (30) day period and thereafter prosecute such corrective action diligently and
without interruption and complete the cure thereof within ninety (90) days unless extended by
mutual consent following the original Notice of such default (an "Event of Default"). Any
Notice of default shall be provided to Owner (and to Operator) and shall also be given to
Owner's mortgagee (provided such mortgagee has provided Notice to the City and the Director
of its name and address where Notices to it hereunder are to be sent).
6.02 Remedies. If an Event of Default is not cured as provided in Section 6.01 hereof,
then the non-defaulting Party shall have the right, as its sole and exclusive remedies, to either
(i) initiate and thereafter prosecute an action in equity for the specific performance of any
covenants or obligations to be performed by the defaulting Party hereunder or (ii) recover from
the defaulting party for actual (but not punitive, special or consequential) damages. As to a
Party's right to obtain specific performance under this Agreement, each Party acknowledges and
agrees that its covenants, obligations and representations as set forth in this Agreement are a
material and fundamental inducement to the other Party's agreement to enter into this Agreement
such that actual damages may not be an adequate remedy at law for the breach hereof and each
Party recognizes and agrees that monetary damages could not be calculated to compensate the
non-defaulting Party for any material breach by the defaulting Party of the covenants and
agreements contained in this Agreement.
Owner agrees to include in each Management Agreement a provision similar to the
foregoing whereby the Operator makes such agreements to Owner with respect hereto and
specifically agrees that the terms and conditions of this Agreement shall be incorporated as part
of the terms and conditions of the Management Agreement; that the terms and conditions of this
Agreement shall control in the event that there are any conflicting provisions in such
Management Agreement; and that the City shall have the right to specifically enforce against the
Operator the provisions of this Agreement.
In addition, upon a finding by an arbitrator that Owner has committed a third Event of
Default relating to Owner's willful failure to set aside rooms, and provided Owner did not cure
the two prior Events of Default as provided in Section 6.01 above, then City will have the right
to terminate this Agreement and the Economic Development Agreement, whereupon all further
rights and obligations of the City and Owner under this Agreement and the Economic
Development Agreement shall cease and be of no further force or effect. For purposes of this
paragraph, each time Owner materially breaches any of the terms, conditions or covenants
contained herein and fails to remedy same as set forth in Section 6.01 above shall be deemed a
separate Event of Default.
6.03 Owner's Reservation of Rights. Notwithstanding anything to the contrary
contained in this Agreement, this Agreement shall in no way limit Owner's or Operator's rights
and remedies against a Potential Convention Center Customer resulting from such Potential
Convention Center Customer's default under a Binding Contract with Owner or Operator.
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6.04 Arbitration.
(A) 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 6.04. Each of the City and Owner 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 6.04; provided,
however, the waiver in this Section 6.04 will not prevent the City or Owner 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 Owner 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 Owner 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.
(B) If arbitration is required to resolve a dispute between the City and Owner,
the City and Owner 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.
(C) The arbitrator selected pursuant to Section 6.04(B) 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 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.
(D) 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.
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(E) Any award made by the arbitrator shall be binding on the City, Owner and
all parties to the arbitration and shall be enforceable to the fullest extent of the law.
(F) 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 6.04(D)
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.
6.05 Injunctive/Ancillary/Emergency Relief. Notwithstanding any provision of
Section 6.04 of this Agreement to the contrary, any party may seek injunctive relief or other form
of ancillary relief at any time from any court of competent jurisdiction in Tarrant County, Texas.
In the event that a dispute or controversy requires emergency relief before the matter may be
resolved under the arbitration procedures of Section 6.04 above, notwithstanding the fact that
any court of competent jurisdiction may enter an order providing for injunctive or other form of
ancillary relief, the parties expressly agree that such arbitration procedures will still govern the
ultimate resolution of that portion of the dispute or controversy not resolved pursuant to said
court order.
6.06 Acknowledgment of Automatic Termination. The Parties acknowledge that
Section 4.4 of the 380 Agreement provides that this Agreement and all other agreements entered
into concurrently herewith by the City and Omni relating to the development of the Hotel will
automatically terminate if the Completion Guaranty (as defined in the 380 Agreement) is not
delivered to the City within the time period required under Section 4.4 of the 380 Agreement.
ARTICLE VII
NO LIABILITY FOR POTENTIAL CONVENTION CENTER CUSTOMER;
OWNER RESPONSIBILITY TO CAUSE OPERATOR TO PERFORM
7.01 No Liability to City. In no event shall the City, CVB, or any other department or
bureau of the City be in any way responsible or liable for the performance by any Potential
Convention Center Customer of each customer's obligations under its Binding Contract with the
Owner or Operator or for any charges, liabilities or other sums owed by, or liabilities of, such
Potential Convention Center Customer (or for those for whom it blocks rooms) to either Owner
or Operator.
7.02 Owner and Operator Responsibility. In the event Owner has entered into a
Management Agreement, Owner shall cause Operator to perform all of the covenants and
agreements of the Operator under this Agreement, and to cause the Operator to observe all of the
covenants and agreements of Owner. Furthermore, Operator shall be directly responsible to the
City for the performance of the Operator's obligations hereunder, and all actions, consents,
decisions, elections, offers, and determinations made hereunder by the Operator shall be binding
upon both Owner and Operator for purposes of this Agreement.
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Owner may have delegated the performance of its obligations and rights hereunder to the
Operator under the Management Agreement, but no such delegation shall release or relieve
Owner from its obligation to perform, or cause to be performed, all of its covenants and
agreements set forth herein. Furthermore, all consents, decisions and determinations to be
made hereunder by the City shall be made by the Director (or the Director's designee) and no
inference to the contrary shall be made because the word "City" is used in some places in this
Agreement and the words "Director" is used in others.
ARTICLE VIII
MISCELLANEOUS
8.01 Severability. If any provision of this Agreement or any application thereof is held
to be invalid or unenforceable by any court of competent jurisdiction for any reason, such
provision shall be fully severable, and the remainder of this Agreement shall remain in full force
and effect. This Agreement shall be construed and enforced as if such invalid or unenforceable
provision had never comprised a part of this Agreement.
8.02 Notice. Any notice or other communication required or permitted to be given
pursuant to this Agreement shall be given to the other Party at the following address:
CITY: City of Fort Worth
Attn: Director of Public Events
1201 Houston St.
Fort Worth,TX 76102
with copies to: both the City Manager and the City Attorney,
each at: City of Fort Worth
1000 Throckmorton
Fort Worth,TX 76102
OWNER: Omni Hotels
420 Decker Drive, Suite 200
Irving, TX 75062-3952
Attn: General Counsel
with copies to: Winstead Sechrest& Minick P.C.
1201 Elm Street, Suite 5400
Dallas, Texas 75270
Attn: T. Andrew Dow
Any mortgagee, trustee or beneficiary under any mortgage or deed of trust on the Hotel
may, by Notice to the parties set forth hereinabove, designate an address to which notices to it
hereunder shall be sent. Any such party may from time to time by Notice as herein provided,
designate a different address to which Notices to it shall be sent.
Any such notice or communication shall be deemed given on the date so delivered or so
deposited in the mail, unless otherwise provided herein. Either Party may change the above
address by sending written notice of such change to the other Party in the manner provided
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above. With the written consent of the receiving Party, notice may be given by facsimile
transmission or electronic mail.
8.03 Amendments. This Agreement may not be amended or modified unless such
amendment or modification is approved by the Fort Worth City Council and reflected in a
written document that is signed by the Parties hereto.
8.04 Successors and Assigns. All covenants and agreements contained by or on behalf
of the City in this Agreement shall bind its successors and assigns and shall inure to the benefit
of the Owner and its successors and assigns. Owner may assign its rights, duties and obligations
under this Agreement without the consent of the City so long as such assignee or successor to
Owner assumes all the covenants and obligations of Owner under this Agreement in writing, as
further provided in Section 8.11 of this Agreement. Upon any such assignment and assumption,
Owner shall be relieved from all liability under this Agreement.
8.05 Exhibits; Titles of Articles, Sections and Subsections. The exhibits attached to
this Agreement are incorporated herein and shall be considered a part of this Agreement for the
purposes stated herein, except that in the event of any conflict between any of the provisions of
such exhibits and the provisions of this Agreement, the provisions of this Agreement shall
prevail. All titles or headings are only for the convenience of the Parties and shall not be
construed to have any effect or meaning as to the agreement between the Parties hereto. Any
reference herein to a Section or Subsection shall be considered a reference to such Section or
Subsection of this Agreement unless otherwise stated. Any reference herein to an exhibit shall
be considered a reference to the applicable exhibit attached hereto unless otherwise stated.
The headings in this Agreement are for purposes of reference only and shall not limit or
define the meaning hereof. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which shall together constitute one and the same
instrument.
8.06 Construction. This Agreement is a contract made under and shall be construed in
accordance with and governed by the laws of the United States of America and the State of
Texas.
8.07 Nature and Extent of Agreement. This Agreement contains the complete
agreement of the Parties as to the matters contained herein. There are no oral or written
conditions, terms, understandings or other agreements pertaining to the booking policy
obligations of Owner, Operator and City that have not been incorporated herein. The laws of the
State of Texas shall govern the validity, interpretation, performance and enforcement of this
Agreement, without regard to conflicts of law principles. Tarrant County, Texas shall be the
exclusive venue for all suits or other legal actions arising out of this Agreement.
8.08 Approval by the Parties. Whenever this Agreement requires or permits approval
or consent to be hereafter given by any of the Parties, the Parties agree that such approval or
consent shall not be unreasonably withheld or delayed.
8.09 Additional Actions. The Parties agree to take such actions, including the
execution and delivery of such documents, instruments, petitions and certifications as may be
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necessary or appropriate, from time to time, to carry out the terms, provisions and intent of this
Agreement and to aid and assist each other in carrying out said terms, provisions and intent. In
addition, the Parties acknowledge and agree that the successful operation of the Convention
Center and the Hotel will be greatly affected by the future cooperation between the City and
Owner. As an example, in the event the Super Bowl is awarded to the proposed Dallas Cowboys
stadium in Arlington, City acknowledges the potential need by Owner to block rooms for the
event, and that any events held in the Convention Center during that period would possibly need
to be local in nature. The parties hereby agree to maintain a course of dealing with one another
based on a high level of cooperation, integration and harmony between the Convention Center
and the Hotel. In that regard, the Parties agree that representatives of the Hotel, the Convention
Center and the CVB will meet on a not less than quarterly basis to share information with respect
to the ongoing and future operation of the Convention Center and the Hotel in an effort to
provide the level of cooperation that will lead to the success of both the Convention Center and
Hotel. In addition, the parties acknowledge that the rights and the obligations of the Parties
under this Agreement may need to be modified from time to time to conform to the then current
industry standards. Each party agrees to be reasonable in connection with any request by the
other to revisit provisions of this Agreement which may no longer comport with the then current
industry standards, including pricing of both Hotel rooms and Convention Center meeting space.
City and Owner agree to deliver to each other on at least an annual basis with their capital
improvement plans for the Convention Center and Hotel, respectively, and allow the other party
to review and comment on same.
8.10 Enforcement. The City Attorney or his or her designee may enforce all legal
rights and obligations under this Agreement. The Owner shall provide to the City Attorney all
documents and records that the City Attorney requests to assist in determining the Owner's
compliance with this Agreement, with the exception of those documents made confidential by
federal or state law or regulation.
8.11 Transfer of Owner's Interest. In the event of the sale, assignment or transfer by
Owner of its fee interest in the Hotel or Hotel Site (if any) (other than a collateral assignment to
secure a debt of Owner) to a successor in interest, any successor to Owner hereunder shall in all
respects be obligated to honor any contract or agreement previously executed with a Potential
Convention Center Customer and shall be bound by any outstanding Initial Offers or Amended
Offers, each Room Block Request Notice and the Event Rate then in effect.
8.12 Termination of Operator. In the event that Owner shall terminate the Operator for
any reason or should the rights of the Operator under the Management Agreement for the Hotel
expire for any reason, Owner shall be obligated to secure the written consent and agreement of
any replacement Operator to all of the terms, provisions and conditions set forth herein;
provided, that, a failure by the Owner to do so shall in no way release or relieve Owner or any
Operator from performing the obligations of the Owner and Operator hereunder.
8.13 Owner and Operator Responsibility under the Binding Contract. Nothing
contained in this Agreement shall relieve the Owner and/or Operator (or their respective
successors) from the contractual obligations to provide services to a Potential Convention Center
Customer under a Binding Contract, irrespective of whether this Agreement has been terminated
at the time services are to be rendered or whether this Agreement is terminated after the effective
date of the Binding Contract but before the time services are to be rendered.
- 14 -
8.14 Gender; Sineular and Plural. As used herein, the neuter gender includes the
feminine and masculine, the masculine includes the feminine and neuter, and the feminine
includes the masculine and neuter, and each includes a corporation, partnership or other legal
entity when the context so requires. The singular number includes the plural, and vice versa,
whenever the context so requires.
8.15 Binding Effect. Subject to express provisions hereof to the contrary, this
Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their
respective heirs, successors and assigns during the Term hereof and during any extensions or
renewals of said Term.
8.16 Estoppel Certificate. Within twenty (20) days after receipt of written request
therefor by another Party hereto, the other Party shall execute and deliver to the requesting Party
(and to such other person as the requesting Party may designate) a statement reasonably
satisfactory to the requesting Party certifying any facts that this Agreement is unmodified and is
in full force and effect (or if there have been modifications, stating that this Agreement is in full
force and effect as modified), that the requesting Party is not in default hereunder (or stating the
nature of any alleged default), that there are no defenses or offsets to the Agreement claimed by
the other Party, and further certifying any matters reasonably requested by the requesting Party.
A failure by a Party to execute, acknowledge and deliver upon request the certified statement
described above within twenty (20) days from receipt of such request shall constitute
acknowledgment by the Party to whom the request is directed to all persons entitled to rely on
the statement that this Agreement is unmodified and in full force and effect and that no default
by the requesting Party exists hereunder. Notwithstanding anything to the contrary set forth in
this Section 8.16, neither Party will be required to execute such an estoppel certificate more often
than two (2) times in any twelve (12)-month period.
8.17 Superiority of Agreement. The provisions of this Agreement shall constitute a
restrictive covenant running with the Hotel Site binding upon each owner thereof, and any and
all Operators or managers of the improvements thereon, and each and every other person or
entity claiming or holding any interest in the Hotel Site, shall inure to the benefit of the City, and
shall apply to any hotel now or hereafter located on the Hotel Site, or any portion thereof, but
only so long as this Agreement is in effect.
8.18 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 herein 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.
8.19 Casualty. In the event of a casualty loss to the Hotel which causes all or a portion
of the Hotel to close pending repair or reconstruction, any failure by Owner to perform its
obligations hereunder as a direct result thereof shall be waived until such time as the damage has
been repaired, provided Owner agrees to use commercially reasonable and diligent efforts to
effectuate such repair.
8.20 Memorandum of Agreement. Owner and City shall execute for recordation in the
Real Property Records of Tarrant County, Texas a memorandum of thisAg~leelllent in
substantially the form of Exhibit "C" attached hereto. At the request of eit e a,
V
- 15 - � �`
provided the Term of this Agreement has expired or this Agreement has otherwise terminated,
the other party shall execute and deliver for recordation in the Real Property Records of Tarrant
County, Texas a termination memorandum evidencing a release of the Hotel Site of any
encumbrance under this Agreement.
[EXECUTION PAGES FOLLOW]
- 16 -
CITY +1 �
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH: OMNI FORT WORTH PARTNERSHIP, L.P.,
a Delaware limited partnership
By: Omni Fort Worth GP Corporation,
By: zLa a Delaware corporation,
JobeaguY Its general partner
A istant City Manager
Date: April 27, 2005
By:
Name: Scott Johnson
APPROVED AS TO FORM AND Title: Vice President
LEGALITY:
Date: April 27, 2005
By: fizzw��
Peter Vaky 67
Assistant City Attorney
M&C: C-20620 3-29-OS
Attested B}:
darty Hendrix
City Secretary
- 17 - lig
, MY.
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Scott Johnson, Vice President of Omni Fort Worth GP
Corporation, the 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 the same was the act of Omni Fort Worth Partnership, L.P. and that he executed the
same as the act of Omni Fort Worth Partnership, L.P. for the purposes and consideration
therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OF ICE this I 1qay of April, 2005.
? ` J.TANNER
MY COMMIOMMISSION EXPIRES of P li n and for the State of Texas
March 31,2076
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Joe Paniagua, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act 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 JOY of April, 2005.
BEM J.TANNER Ataryyis i dor the State of Texas
: •" MY COMMISSION EXPIRES
= s March 31,2006
- 18 -
EXHIBIT "A"
SECTION I
SERVICES
1.01 Services. The Owner, shall provide convention room block services in
accordance with this Exhibit"A".
SECTION II
COMMITMENT TO PROVIDE CONVENTION ROOM BLOCK SERVICES
2.01 Booking Procedure. During the Term, the City, acting through the Director shall
require the Operator, as the Owner's representative, to offer an Event Room Block to Potential
Convention Center Customers in accordance with this Agreement. The right to require that the
Owner/Operator so offer the Event Room Block will be exercised in accordance with the
procedures outlined below.
(a) A management, sales or booking representative of the City, the Director or any of
their respective designees, including the CVB (each a "Sales Representative"), will notify the
Owner/Operator that a Potential Convention Center Customer is seeking offers from local hotels
to accommodate, among other needs, the guest room needs of the Potential Convention Center
Customer for a City-Wide Event (the "Room Block Request Notice"). The Room Block
Request Notice will: (i) identify the Potential Convention Center Customer, (ii) set forth a
documented history of the group's room block events for the most recent three year period
including a comparison of the number of rooms blocked and the actual number of rooms actually
used (provided the same is generally available to the City or CVB), (iii) specify each specific
date for which the Potential Convention Center Customer will require blocks of guest rooms
(including those dates commonly known as "move in" and "move out" dates); and (iv) specify
the number of guest rooms the Potential Convention Center Customer is seeking to block on
each of the specific dates. The Room Block Request Notice will be communicated to the
Owner/Operator in the same manner as such notifications are customarily communicated to other
hotels by the Sales Representative.
(b) Unless the deadline is specifically extended in writing by the Sales
Representative, within five (5) Business Days after Owner/Operator's receipt of the Room Block
Request Notice, the Owner/Operator shall deliver to the Potential Convention Center Customer
(with a copy to the Sales Representative and the Director) an initial written offer in response to
the Room Block Request Notice (the "Initial Offer"). In the Initial Offer the Owner/Operator
will (i) offer, for each specific date that the Potential Convention Center Customer requires a
block of guest rooms as specified in the Room Block Request Notice, an Event Room Block
equal to the actual number of the guest rooms in the Room Block Request Notice for each
specific date, less any previously offered Event Room Blocks under this Agreement for other
City-Wide Events covering such dates, which offers have either been accepted or are still
outstanding, and (ii) quote a specific room rate for both a standard single and double room (the
"Rate Quote"). The amount of the Rate Quote in the Initial Offer will be at the
Owner/Operator's sole discretion and Owner/Operator will make a quote which is reasonably
consistent with the then current economic climate the demand for rooms duri
Event Nights and the rates then being charged by other comparable downtown For,
N,
taking into account reasonable differences in quality, amenities, location and sui bjD 'My
Q��%''� �� p 7
Exhibit"A"—Page 1 f U, ;JU�i
respects, the Initial Offer shall be structured in accordance with Owner/Operator's normal
booking policies as described in Section 2.01(e)below.
(c) After reviewing the Initial Offer, the Sales Representative may consult with the
Owner/Operator regarding the Rate Quote contained in the Initial Offer. If at any time within
ninety (90) calendar days from the date the Director receives the Initial Offer, the City, the
Director or the Director's designee (which may include the CVB) determine, in their sole
discretion, that it might be in the City's best interest to compel the Owner/Operator to offer the
Potential Convention Center Customer an alternative rate structure, the City or CVB may, after
consultation with the Owner/Operator and within the ninety(90) calendar day timeframe, elect to
ask Owner/Operator to consider (which election shall be communicated by Notice from the
Director or the CVB to the Owner/Operator) offering to the Potential Convention Center
Customer a rate lower than the rate in the Initial Offer. Within 3 business days following receipt
by Owner/Operator of such notice from the City or CVB, Owner/Operator shall provide the City
and the CVB with a written response to such a request, either agreeing or refusing to offer a rate
to the Potential Convention Center Customer that is lower than the rate in the Initial Offer, which
response shall be in Owner's sole and absolute discretion.
(d) If, pursuant to Section 2.01(c) of this Exhibit"A", Owner/Operator agrees to offer
the Potential Convention Center Customer a rate lower than the rate in the Initial Offer,
Owner/Operator shall amend the Initial Offer by substituting an alternative rate (the "Amended
Offer") and deliver such Amended Offer to the Potential Convention Center Customer (with a
copy to the Sales Representative and the Director) within two (2) Business Days following the
date of Owner/Operator's written response to the City's and/or the CVB's request under
Section 2.01(c) of this Exhibit"A".
(e) In negotiating a Binding Contract, Owner/Operator's customary booking policies,
including policies relating to acceptance deadlines, contracts, advance deposits and cancellation
shall be applied,provided that(i)these policies shall adhere in all material respects to the general
customs employed by the Owner/Operator at its Managed Hotels or otherwise be consistent with
local market practices and (ii) Operator has provided Director with such booking policies as
modified from time to time. Notwithstanding the foregoing, the Potential Convention Center
Customer shall have no more than (120) calendar days from the date the Current Offer is
received to (i) verbally accept the Current Offer and (ii) negotiate and execute a Binding
Contract. (The term "Current Offer" is defined as the most recent of either the Initial Offer or
the Amended Offer.) Upon verbal acceptance of the Current Offer, Owner/Operator shall
promptly begin negotiating a Binding Contract with the Potential Convention Center Customer.
(f) If a Potential Convention Center Customer has not (for any reason other than
Owner/Operator's breach of their obligations) executed a Binding Contract with the
Owner/Operator within one hundred twenty (120) days following the date of the receipt of the
Current Offer, then such offer will expire, whereupon the Owner/Operator shall have no further
obligation to the City or the Potential Convention Center Customer in regard to such City-Wide
Event under the Current Offer; provided, that, if such offer expires on a date that is more than
twenty-four (24) months in advance of the City-Wide Event's first Event Night, nothing in this
Agreement shall prohibit the City from issuing a new Room Block Request Notice for such City-
Wide Event.
Exhibit"A"—Page 2
(g) During the "Negotiations Period" (defined as the date the Initial Offer is made
until the earlier of(i)the Current Offer expiration or(ii)the date the Potential Convention Center
Customer formally rejects/accepts the Current Offer) the Owner/Operator shall consider the
Event Room Block from an inventory management/reservations standpoint as if it were booked
under a Binding Contract and shall not agree to reserve any amount of guest rooms for other
customers that would impede the ability of the Hotel to accommodate the Event Room Block
under the Current Offer. Notwithstanding the foregoing, if another Potential Convention Center
Customer seeks, during the Negotiations Period,to reserve an Event Room Block on one or more
of the Event Nights being held for the first Potential Convention Center Customer ("First
Customer") pending the conclusion of the Negotiations Period, Owner/Operator shall be
permitted to accelerate the Current Offer expiration date of the First Customer to a date that is
seven (7) calendar days from the date that Owner/Operator notifies First Customer, in writing, of
such acceleration. Owner/Operator's ability to accelerate the Current Offer expiration date is
acknowledged by the parties to be part of the Owner/Operator's customary booking policies.
(h) During the Negotiations Period, the Event Room Block offered in the Initial Offer
shall not be modified downward by virtue of the fact that the time parameters that dictate the
release of rooms under the definition of Maximum Event Room Block expire. If, for example,
the Event Room Block offered in the Initial Offer was for 80% of the Hotel's Standard Guest
Rooms and the 36 month cut-off period expires during the Negotiations Period, the Event Room
Block under negotiation shall continue to be 80% of the Standard Guest Rooms.
(i) If a Potential Convention Center Customer that has executed a Binding Contract
provides written notice to Owner/Operator that the Potential Convention Center Customer is
terminating the Binding Contract, and the date of receipt by Owner/Operator of such notice is
less than twenty-four (24) months from the first night reserved for the Potential Convention
Center Customer's Event Room Block, then, provided that Owner/Operator has provided the
City with advance written notice of such termination, Owner/Operator will have no further
obligation to the City in regard to such Event Room Block and Owner/Operator shall not be
obligated to extend the rooms to another Potential Convention Center Customer hereunder. If
such notice of termination is given on a date that is twenty-four (24) months or more before the
first Event Night, the City may require that Operator extend the rooms to another Potential
Convention Center Customer in accordance with the provisions hereof. The City recognizes that
under the Owner/Operator's contract with the Potential Convention Center Customer,
Owner/Operator may be entitled to collect cancellation fees from such Potential Convention
Center Customer and the City hereby acknowledges and agrees that such fees shall be the sole
property of Owner/Operator. Similarly, the Owner/Operator recognizes that under the City's
contract with the Potential Convention Center Customer, the City may be entitled to collect
cancellation fees from such Potential Convention Center Customer and the Owner/Operator
hereby acknowledges that such fees shall be the sole property of the City. In addition,
Owner/Operator agrees that although this Agreement requires Owner/Operator to offer and
reserve Event Room Blocks to Potential Convention Center Customers, the City, the CVB, and
their officers and employees shall not be liable to Owner or Operator for damages of any kind
whatsoever, including, without limitation, damages for lost profits or lost business, as a result of
any breach or termination of a Binding Contract by a Potential Convention Center Customer.
0) Owner/Operator will reserve the inventory of rooms required in an Event Room
Block for purchase by the persons attending a given Potential Convention Center Customer's
event until the thirtieth (30t ) calendar day preceding the first night reserved for the Potential
Exhibit"A"—Page 3
Convention Center Customer's Event Room Block, after which time any unbooked rooms will
be released from the obligations under this Agreement (but not necessarily from the obligations
under the Binding Contract) and may be rented without any restrictions imposed by this
Agreement. If within ninety (90) calendar days of the first night reserved for the Potential
Convention Center Customer's Event Room Block, the number of rooms actually booked is less
than the number of rooms blocked, Owner/Operator shall be permitted at any time to release
some or all unbooked rooms without the consent of the City, provided (A) that the Potential
Convention Center Customer has granted its written consent to do so and (B) in so doing,
Owner/Operator shall not waive any cancellation rights to which the Hotel may be entitled.
(Under this Section 2.01(1), the term, "booked," means there is a room reservation on file that is
guaranteed (i) by time of arrival, (ii) by deposit or (iii) by credit card as required under the
Hotel's normal reservation policy.) Furthermore, if the group history of the Potential
Convention Center Customer reflects a pattern whereby the block of rooms reserved by such
customer is greater than the actual number of rooms used, then the Owner/Operator, shall have
the right to only block such number or rooms which Owner/Operator, in the exercise of its
professional judgment and based on such history of the customer, believes will be adequate to
accommodate the number of rooms which will be actually used by such customer; provided, that
such decision shall not release or relieve the Owner/Operator from, at Owner/Operator's own
cost, providing other comparable guest accommodations if the number of rooms so blocked by
Owner/Operator actually is not adequate to satisfy the actual use of rooms by the Potential
Convention Center Customer.
(k) There are two categories of inventory that, under this Agreement, may be reserved
by Owner/Operator, without restrictions imposed by this Agreement. The first category is
Exempt Inventory. Exempt Inventory is free from any City-imposed booking restrictions under
this Agreement and the Owner/Operator may, at its discretion, take reservations for up to the
amount of the Exempt Inventory for any given day in the future. The second category is
inventory that has not been reserved under this Agreement as of any date that is less than twenty-
four (24) months from the start of any City-Wide Event. Any room inventory meeting these
criteria shall be available for rental by the Owner/Operator without restrictions imposed by this
Agreement.
(1) Notwithstanding anything to the contrary set forth in this Agreement
Owner/Operator shall have the right to request a reduction of the rooms required to be reserved
by Owner herein up to two (2) times per calendar year (that is to say, Owner/Operator may
request the right to book rooms during City-Wide Events in a manner which would not allow
Owner/Operator to satisfy the Maximum Event Room Block twice during any calendar year
during the term of this Agreement). Within ten (10) days after receipt of such written request
from Owner/Operator, the City shall either approve or disapprove such request, but the City's
approval shall not be unreasonably withheld, conditioned or delayed. If the City does not
respond in writing within such ten (10) day period, Owner shall send a second written notice to
the City. If the City fails to respond in writing within five (5) days after receipt of such second
notice, the City will be deemed to have approved such request. In addition, if Owner/Operator
receives a request for a room block from a prospective group more than thirty-six (36) calendar
months prior to such groups' first night stay at the Hotel, Owner/Operator shall have the right to
request the City to grant relief from this Agreement with respect to the Maximum Event Room
Block and the City must be reasonable in considering such request from Owner/Opemor.m,
(m) Notwithstanding the foregoing, if a Potential Convention Center Ci sttS 1?as a-
Exhibit"A"—Page 4 w �r � '1 /X V
documented history of causing material property damage in connection with group events or of
poor credit, then Owner/Operator shall have the right to decline to accommodate such customer
hereunder upon provision of written notice to the Director given within five (5) Business Days
following the date of the Room Block Request Notice, which notice includes a reasonable and
specific basis for the Owner/Operator's conclusions, which conclusions are subject to the
Director's reasonable challenge and will be kept confidential to the full extent of the law, by the
Director.
2.02 Confidentiality. Subject to its obligations under applicable law, the City or CVB
will not disclose any Initial Offer or Amended Offer to any person or entity other than its
employees, counsel and other consultants, or in connection with any legal proceeding (or
alternative dispute resolution procedure), all of whom shall be advised of the confidentiality
provisions hereof and agree to the same. Confidentiality issues may be subject to Texas Open
Records laws.
SECTION III
OTHER COOPERATIVE PROGRAMS
3.01 Cooperative Advertising, The Owner, at no cost to the City, will cooperate with
the City and or the CVB in connection with joint marketing efforts directed by the City/CVB.
3.02 Site Selection Assistance. The Owner, at no cost to the City, will periodically
assist the City and CVB with its convention marketing efforts by providing, subject to
availability, mutually acceptable complimentary or discounted-to-cost rooms and facilities to
event planners conducting site visits and or participating in familiarization trips.
Exhibit"A"—Page 5
EXHIBIT "B-1"
MOBIL TRAVEL GUIDE
THREE STAR CRITERIA
Lodging Criteria and Expectations
'Note:The k0owwlg Criteria are Suggested Criteria of what a guest can genorogy oxpect at
each star level. They are not individually naarrdated nor are they limited to those items listed
below_ Those are miwaly a representative sarnptrrV of the hundreds of points covered during
our inspection process. Additibnai ly,at each lever the lodging establishment is required to
meet or exceed d the requirorriients of the provOus star rating.For example,a Two-Star hotel
mets the criteria expectations of a Two-Star hote l as Htetl as the One-Star hetet. A Three-
Star hotel meets the criteria expectations of a Three-Star hotel,a Two-Star hotel and One-Star
hotel,and so forth,
* Ons-Star Ltadatnn Establislttment is a clean, comfortabie,and reliable,limited service
estatAlshrnent. Gourleous service and goW housekeepeng,including dally Maid service,are
standard Characteristics of a cine-Star Hotel or Motel inchAe;
Services Detail
Staff is vigil-groomed with professional,neat and Lead-maintained attire.
All staff encountered are pleasant and professional in their demeanor.
Coffee,hot tea and breakfaz;t pastry are available on-site(could be in-room)_
* * Two-Star Lodaina Establishment provides clean,comfortable and reliable
accommodations along wirh 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 fallowing characleristics:
Services Detail
Front desk staff are articulate,*smile and make eye contact.
Staff is atlked 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
A * * Three-Star Lodi Establishment is an establishment that is well-appointed,with
full services and expanded ameriffies Guests at a Three-Star Hotel,Resort or Inn can expect
to find all of the qualities for a Two-Star Hazel or Resort plus the following rharacteristims
Services Detail
-Turndown service is available upon request.
-Valet parking is ave4able.
-Baggage assistance is automatic.
-Same day laundry and dry cleaning avamable free daysfweek.
-Complimentary newspapers are delivered to man automatically.
-Complete room service is available.
-Workstation iS Available where guest Gan raCCBSs€nternet,
Basic fitness equipment is provided,including treadmills and cycles.
-If Inr,restaurant on-site which serves futi breakfast is available_
tf Resort,corrrplirnentary newspapers(or newsfaxes)are delivered to room automatically.
Exhibit`B-I"—MOBIL TRAVEL GUIDE THREE-STAR CRITERIA—Solo Page
EXHIBIT "B-2"
AMERICAN AUTOMOBILE ASSOCIATION
FOUR DIAMOND CRITERIA
AccepW 24 tours.�.: ®petyhp az
a oar�at prC{so tt;� lturcwpti
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' ^ mom.%dos&and servbes
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' nwmnols V icon,w: shm it pop"Is a
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pftmomw eltp(aliww mow pail nwt Options
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Asea an !i"om*mn#on number or
ai corMacris nems
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r Flaserratbonist atidremsaa puss)by reme durMg
LMftnwd atWndam pramprty opens the ear
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Attwd M ahoaft peftV procedure
"g omm pron"y unloads kame,WPM"
hanAn9 pr'owWre,and gim dkadion b
mommon ares,
>'+ Mtsndem Quare a warm and aYhoera t1>osehg
" Attendant pruvwes a warm am sincere grrheaing;
,.r moo s 9uaet appropdeieiy
rht
"< `, AbKxi adarowled jus gtopm wetting in Ares
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P` .Z .'. wM a warm and weborr ft grow"
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AegtMbrad gueeb are red asked for dupMrMamt
Aftwdmht co Mrm rate and type of room
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$ �e t
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Exhibit B-2 —AAA FOUR-DIAMOND CRITERIA—Page 1
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Esca�rt_ieabllatop Wimble. olaboA
{
16WN0@ whin aeksd
Eaodt dWs to hang gamrend bap 0nd place
" krgpage on kiggage stand or in appropriate area
6; Esoaa womm kaetures ane hilwd"of room
�"_''_�' Girt otters to flH lce G+Yir9r
r .v Escort asks K these ares any cIw wmkm to be
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Turndown sarvice maltsA on request{Service
may be rrqussAsdNllh 4 d+errrond only)
Operator ww wrs phone promply wbKh three
rings
,sem•*<' pmvk o a Nim and sincere gme ft
using Vaeft name
k4j OperWor oltr#a a warm ane eMreere daetug
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of servim
p p�. ttih:•N.
X ac: i, Folds back or mmNa bedspread
;'; Turns upp4bwf
+`rM1V Strai htwa bathmcm re•puirrtli tt{flJae
�•it,<r�`.�:&Y.».'' l�eptaoss IWad DOrr9a6
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Adjusts drapes
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No
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� Oporato�r�p�ryatidaa�a w�srm and si�oya���ty}s�erlMrp. i
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�.•«fit•: .. 2:��+?...,.
Exhibit`B-2"—AAA FOUR-DIAMOND CRITERIA—Page 2
SoNjoe number fs answered wfntrn urea gage
h ¢�° opamw pmvidcs a tnarm and aftwom i)reeft
k t
using guests SWIM
operator asim appropriate 9 and triples
in a prokasional manner
opmew repeats order to guest
operator gives tare eelnta4a br dellmy
(within 30 minutes',
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Opetakx Cale b UMN guest M order*0 be
W&or leas ordered are rat cattle
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bmakIM Orders
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Exhibit"B-2"—AAA FOUR-DIAMOND CRITERIA—Page 3
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Exhibit`B-2"—AAA FOUR-DIAMOND CRITERIA—Page 4
EXHIBIT "C"
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement (herein, the "Memorandum") is executed by and
between the CITY OF FORT WORTH, TEXAS, a Texas home-rule city (the "City") and OMNI
FORT WORTH PARTNERSHIP, L.P., a limited partnership organized and existing under the
laws of the State of Delaware ("Omni").
RECITALS:
A. The parties hereto have made and entered into that certain Room Block and
Meeting Space Agreement (as described and defined hereinbelow).
B. The parties desire to record a Memorandum of Agreement to provide notice to
third parties of the Room Block and Meeting Space Agreement.
AGREEMENTS:
NOW, THEREFORE, the City and Omni do hereby make and enter into this
Memorandum for the purposes described above:
1. Description of Agreement. The City and Omni have made and entered into that
certain Room Block and Meeting Space Agreement (as same may be hereafter renewed or
amended, the "Agreement") dated effective as of April_, 2005, which Agreement sets forth
certain covenants of the City relating to the City's operation of the Convention Center located on
the land described on Exhibit "A" attached hereto and certain covenants of Omni relating to
Omni's operation of the Hotel located on the land described on Exhibit `B" attached hereto.
2. Term of Agreement. The term of the Agreement commences on the Effective
Date of the Agreement, and continues until the ninety-ninth (99th) anniversary of the Hotel's
opening for business, unless sooner terminated as provided in the Agreement.
3. Amendments. The Agreement may not be orally amended.
4. General. Nothing contained in this Memorandum shall be deemed or construed to
amend, modify, change, alter, amplify, interrupt or supersede any of the terms or provisions of
the Agreement. In the event of a conflict between the terms of the Agreement and the terms of
this Memorandum, the terms of the Agreement shall prevail and be controlling. This
Memorandum may be executed in multiple counterparts, and each counterpart shall be deemed
an original hereof. Accordingly, this Memorandum shall become binding, notwithstanding the
execution of separate originals hereof, one by each of the parties hereto. Capitalized terms used
but not defined in this Memorandum will have the definitions ascribed to such terms in the
Agreement.
[The remainder of this page is intentionally left blank]
Exhibit"C"—MEMORANDUM OF AGREEMENT—Page 1
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum on the
dates set forth in the acknowledgments attached hereto, but to be effective as of the day of
April, 2005.
CITY:
CITY OF FORT WORTH,
a Texas home-rule city
By:
Name:
Title: City Manager
OMNI:
OMNI FORT WORTH PARTNERSHIP, L.P.,
a Delaware limited partnership
By: Omni Fort Worth GP Corporation,
a Delaware corporation,
its general partner
By:
Name: Scott Johnson
Title: Vice President
Exhibit"C"—MEMORANDUM OF AGREEMENT—Page 2
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on the day of April, 2005 by
, the City Manager of the CITY OF FORT WORTH, TEXAS, a Texas
home-rule city, on behalf of said city.
[ SEAL ]
Notary Public, State of Texas
My Commission Expires:
(Printed Name of Notary Public)
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on the day of April, 2005 by Scott
Johnson, the Vice President of Omni Fort Worth GP Corporation, a Delaware corporation, the
general partner of OMNI FORT WORTH PARTNERSHIP, L.P., a Delaware limited partnership,
on behalf of said corporation and limited partnership.
[ SEAL ]
Notary Public, State of Texas
My Commission Expires:
(Printed Name of Notary Public)
Exhibit"C"—MEMORANDUM OF AGREEMENT—Pae 3 �
EXHIBIT"A"
Legal Description of Convention Center Land
Lot 1, Block 1, Fort Worth Convention Center Addition, being a replat of Section 1-R, Tarrant
County Convention Center, according to the Plat and Dedication recorded in Cabinet A,
Slide 7829, Plat Records, Tarrant County, Texas.
Exhibit"A to Exhibit C'—LEGAL DESCRIPTION OF CONVENTION CENTER LAND—Page I
EXHIBIT`B"
Legal Description of Hotel Land
Sections 7 and 8, TARRANT COUNTY CONVENTION CENTER, an addition to the City of
Fort Worth, Tarrant County, Texas, according to plat thereof recorded in Volume 388-59,
Page 14, Plat Records of Tarrant County, Texas.
Exhibit`B to Exhibit C'—LEGAL DESCRIPTION OF HOTEL LAND—Page 1
Dallas-1 4109786v.8
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: 250MNIRBA REFERENCE NO.: C-20620
SUBJECT:
Authorize Execution of Room Block Agreement with Omni Fort Worth Partnership, L.P.
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute the attached Room Block
Agreement with Omni Fort Worth Partnership, L.P. to provide event room blocks to potential Convention
Center customers for a period of ninety-nine years after the opening of the Omni Fort Worth Hotel.
DISCUSSION:
On July 27, 2004, City Council authorized the Omni Hotels Term Sheet for the Fort Worth Convention
Center Headquarters Hotel (M&C G-14440, City Secretary Contract No. 30886) which specified that the
City and Omni would execute a Room Block Agreement for a 99-year term in accordance with provisions
and a rate structure to be agreed to by Omni and City as part of the definitive agreement.
The Room Block Agreement provides that Omni would offer an Event Room Block in the Omni Fort Worth
Hotel (the Hotel) of 80% of the standard guest rooms and suites to potential Convention Center Customers
for a City-wide event occurring 36 calendar months in advance. The maximum event room block for City-
wide events occurring 24 months or more, but less than 36 months in advance, is 50% of the standard
guest rooms and suites. Omni would also have the right to request the City to grant relief from the maximum
event room block twice during any calendar year during the term of the agreement.
After the tenth year of the Agreement, the City will be obligated to maintain the Convention Center in a
manner consistent with the operation and condition of competing convention center facilities. Further, the
Convention Center space must be priced competitively.
In addition to the room block commitment, Omni commits to maintain minimum hotel operating standards at
all times during the term; however, after the 25th year, Omni's obligation is subject to the City operating and
maintaining the Convention Center at a level sufficient to support a hotel operating in accordance with the
minimum operating standards; and the City of Fort Worth continuing to be a desirable convention and
business destination that makes it economically feasible to operate the Hotel at the minimum hotel
operating standards.
In the event the Hotel is sold, Omni may assign its rights, duties and obligations under the Room Block
Agreement so long as the successor assumes all obligations of the Agreement. Any successors would be
obligated to honor any contract or agreement executed with a potential Convention Center customer.
The Omni Fort Worth Hotel will be located in Council District 9.
Loianame: 250MNIRBA Paize I of 2
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/Account/Centers
Submitted for City Manager's Office b Joe Paniagua (6140)
Originating Department Head: Kirk Slaughter (2501)
Additional Information Contact: Peter Vaky (7601)
Lo2name: 25ONfNIRBA PaoP 7 of