HomeMy WebLinkAboutContract 31739 ^!TY SECRETARY! r �(
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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 27, 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.
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MEMORANDUM OF AGREEMENT—Page 1 :W0 I �J
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 27*k day of
April, 2005.
CITY:
CITY OF FORT WORTH,
a Texas home-rule cit
APPROVED AS TO iw 11 AND L ti ;Iii
By: 4�;
i C-Z b 2 fl Name: I AG vA
A°„istant C'1 I crnc,
3-21--05 i Title: CityManager
OMNI:
Attested By: OMNI FORT WORTH PARTNERSHIP, L.P.,
a Delaware limited partnership
Dtarty Hendrix By: Omni Fort Worth GP Corporation,
City Secretary a Delaware corporation,
its general partner
By:
Name- Scott Johnson
Title: Vice President
MO
MEMORANDUM OF AGREEMENT—Page 2 R�, N 4 , YEN.
STATE OF TEXAS §
COUNTY OF TARRANT §
is 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,Jn behalf of said city.
[ S .�.....®..�z
BETTY J.TANNER
MY COMMISSION EXPIRES Notary P blic tate of Texas
:n3 March 31,2006
My Comm 09921ffln
(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 '" partnership.
BETTY J.TANNER
MY COMMISSION EXPIRES
�•€ March 31,2006
[ S
Notary Pu li , tae of Texas
My Commission Expires:
(Printed Name of Notary Public)
MEMORANDUM OF AGREEMENT—Page 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.
29U-'�
Exhibit"A"—LEGAL DESCRIPTION OF CONVENTION CENTER LAND—Pae 1 °'� owl E""""
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.
OPIUM END
CITY W'^--;HMF
Exhibit"B"—LEGAL DESCRIPTION OF HOTEL LAND—Page 1
Dallas-1 4145726v.1
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.
Lo�zname: 250NMIRBA Page 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 by: Joe Paniagua (6140)
Originating Department Head: Kirk Slaughter (2501)
Additional Information Contact: Peter Vaky (7601)
Loizname: 25OMNIRBA Page 2 of 2