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CONTRACT NO
AMENDMENT NO. 1 TO
CITY SECRETARY CONTRACT NO. 31734
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT NO.
31734 ("Amendment") 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") as of December
I S , 2005 (the "Effective Amendment Date").
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
Amendment:
A. On April 27, 2005 (the "Effective Date") the City and Omni entered into
that certain Economic Development Program Agreement, a public document on file in
the City Secretary's Office as City Secretary Contract No. 31734 (the "Agreement"), as
well as other related Development Documents. Pursuant to the Agreement, the City has
agreed to pay Omni certain economic development Program Grants authorized by
Chapter 380 of the Texas Local Government Code and to provide Omni with certain
other benefits in return for Omni's constructing a Hotel on certain land owned by the City
and located across from the Fort Worth Convention Center.
B. In order to ensure that the Project will be Substantially Completed once
construction commences, Section 4.4 of the Agreement requires Omni to provide the City
with a Completion Guaranty pursuant to which Omni's ultimate parent company, TRT
Holdings, Inc., guarantees, at no cost to the City, the timely completion of and payment
of costs associated with the Project. This provision also stipulates that if the Completion
Guaranty is not delivered to the City within eight (8) months of the Effective Date (i.e.
December 27, 2005), the Agreement and all other Development Documents will
automatically terminate.
C. The City and Omni have determined that additional due diligence by both
parties is necessary in order to finalize engineering and design plans for the Project and
that it would not be reasonable for TRT Holdings, Inc. to be required to provide the City
with a Completion Guaranty until such due diligence has been undertaken. In order for
the City and Omni to have necessary time to undertake such additional due diligence
without risking termination of the Agreement and all other Development Agreements, the
City and Omni mutually wish to amend the Agreement in order to extend the deadline for
delivery of the Completion Guaranty.
Page 1 ,� I
Amendment No. 1 to Economic Development Program Agreement ���
between City of Fort Worth and Omni Fort Worth Partnership,L.P.
NOW, THEREFORE, in consideration of the mutual benefits and promises
contained herein and in the Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
AGREEMENT
1. Section 4.4 of the Agreement (Completion and Performance Guaranty) is hereby
amended to read as follows:
Because neither the Hotel nor the Hotel Garage will be owned or
paid for by the City at any time, Omni will not be subject to statutory
competitive bidding requirements applicable to the City. The Completion
Guaranty shall be used to assure that the Hotel and the Hotel Garage will
be Substantially Completed at no cost to the City in a manner that fully
protects the City from liability pursuant to operation of Section 2253.027
of the Texas Government Code. Notwithstanding the foregoing, the City
and Omni acknowledge and agree that this Agreement and all other
Development Documents will automatically terminate (and the parties will
have no further rights or obligations thereunder) if the Completion
Guaranty is not delivered to the City by January 31, 2006, with the
understanding that Omni may not commence or cause to be commenced
any Project construction work on the Hotel Property unless and until the
Completion Guaranty has been delivered to the City. The Completion
Guaranty shall allow the City to collect from TRT Holdings, Inc. any
overpayments of any Program Grants that reporting "true-ups" or audits
undertaken pursuant to this Agreement confirm to have occurred, with the
understanding that the City shall first seek reimbursement for any such
overpayment from Omni. Notwithstanding anything to the contrary
herein, if the City enforces the Completion Guaranty in order to complete
the Project, the City shall not have a right to terminate this Agreement, nor
shall the City have the right to reduce any Program Grant, 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.
2. Capitalized terms used but not defined in this Amendment shall have the
meanings ascribed to them in the Agreement.
3. All terms and conditions of the Agreement that are not expressly amended by this
Amendment shall remain in full force and effect.
4. This Amendment contains the entire understanding and agreement between the
City and Omni as to the matters contained herein.
Page 2
Amendment No. 1 to Economic Development Program Agreement
between City of Fort Worth and Omni Fort Worth Partnership,L.P. ``„ 1. �iU� S
.vt: Jl;� A. l
5. This Amendment may be executed in multiple counterparts, each of which shall
be considered an original, but all of which shall constitute one instrument.
EXECUTED to be effective as of the Effective Amendment Date:
CITY OF FORT WORTH: OMNI FORT WORTH
PARTNERSHIP,L.P.:
By: By:Omni Fort Worth GP Corporation,
Joe Pa 'ag a a Delaware corporation and its sole
Assist9l, C' y Manager General Partner
By: , pt—z
ame:Seo#
Title:U«
APPROVED AS TO FORM AND LEGALITY:
By: a
Peter Vaky
Assistant City Attorney
M&C: C-21184 12-06-05
kaested By.
darty Hendrix
City Secretary
c DD
Page
Amendment
ty of Fort Worth and Omni Fort Worth Partsner
between Chip,L.P.
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 12/6/2005
DATE: Tuesday, December 06, 2005
LOG NAME: 170MNI REFERENCE NO.: C-21184
SUBJECT:
Authorize Execution of Amendment to Economic Development Program Agreement with Omni Fort
Worth Partnership, L.P.
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an amendment to the
Economic Development Program Agreement with Omni Fort Worth Partnership, L.P. (Omni) to extend the
deadline by which Omni must deliver a Completion Guaranty to the City with respect to construction of a
Convention Center headquarters hotel.
DISCUSSION:
On March 29, 2005 the City Council approved M&C C-20621 authorizing the City Manager to execute an
Economic Development Program Agreement (the Agreement) with Omni pursuant to which the City will pay
Omni certain economic development program grants authorized by Chapter 380 of the Texas Local
Government Code in return for Omni's constructing a convention center headquarters hotel (the Hotel) and
agreeing to certain construction spending, employment and annual supply and service spending
commitments. The Agreement was executed on April 27, 2005 and is on file in the City Secretary's Office
as City Secretary Contract No. 31734.
The Agreement requires Omni to deliver to the City within eight months of the effective date of the
Agreement (i.e., December 27, 2005) a Completion Guaranty signed by Omni's ultimate parent company,
TRT Holdings, Inc., that guarantees that the Hotel will be completed in accordance with the Agreement at
TRT's sole cost and expense. A primary purpose of the Completion Guaranty is to ensure that once
construction of the Hotel begins, it will be completed at no cost to the City. If the Completion Guaranty is
not delivered by December 27, 2005, the Agreement and all other related contracts between the City and
Omni regarding this project will automatically terminate.
It has recently become apparent to both Omni and the City that additional design and engineering work on
this project is necessary. Until that work is completed, TRT Holdings, Inc. is not comfortable in delivering
the City with a Completion Guaranty. Nevertheless, the project is still intended to move forward, and
neither Omni nor the City want the Agreement to terminate on account of the Completion Guaranty's not
being delivered to the City by December 27, 2005. Therefore, both the City and Omni recommend that the
City Council authorize execution of an amendment to the Agreement that extends the deadline for delivery
of the Completion Guaranty to January 31, 2006.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will have no effect on City funds.
Logname: 03HRS01 Page 1 of 2
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Joe Paniagua (6191)
Originating Department Head: Tom Higgins (6192)
Additional Information Contact: Peter Vaky (7601)
Logname: 03HRS01 Page 2 of 2