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CONTRACT NO.
SECOND AMENDMENT TO CITY SECRETARY
CONTRACT NO.31742,A CONTRACT FOR EXCLUSIVE FOOD,BEVERAGE AND
ALCOHOLIC BEVERAGE SERVICES WITH OMNI HOTELS MANAGEMENT
CORPORATION
This Second Amendment to City Secretary Contract Number 31742 ("Second Amendment")
is by and between the City of Fort Worth, a home-rule municipality of the State of Texas,acting by and
through its duly authorized Assistant City Manager, and Omni Hotels Management Corporation
("Omni"), a corporation organized and existing under the laws of the State of Delaware to provide food,
beverage, alcoholic beverage, and related concession and catering operations at the Fort Worth
Convention Center("Center") acting by and through its duly authorized representative.
WHEREAS, City and Omni are parties to City Secretary Contract ("CSC") Number 31742, a
contract under which the Omni provides food, beverage and alcoholic beverage and related concession
and catering services at the Center;
WHEREAS, the parties amended CSC Number 31742 to revise the start date of the term to
December 1, 2008, the same being CSC Number 37798 ("First Amendment") (CSC Numbers 31742 and
37798 are collectively referred to herein as the"Contract");
WHEREAS, as a matter of clarification, the parties acknowledge that the First Amendment was
an amendment to CSC Number 31742 and not CSC 35510 as stated in the First Amendment;
WHEREAS, the rights and privileges granted to Omni under the Contract are subject to several
exceptions, including one that permits the City to grant permission for other caterers to provide catering
services up to four times per calendar year when a prospective lessee insists on it as a term and condition
of using the Center;
WHEREAS, from time-to-time prospective lessees and licensees of the Center may have special
catering or culinary requests that Omni may not specialize in or be able to fulfill as part of its ordinary
business model but such lessee or licensee may not insist on the same as a contractual requirement;
WHEREAS, in such instances it may be in the best interest of the City, Omni, and the
prospective lessee or licensee to permit an alternative business arrangement;
WHEREAS, therefore, the City and Omni desire to create an additional exception to the rights
and privileges granted to Omni under the Contract in the form of a buyout to address such situations on a
case-by-case basis;
WHEREAS, Section 3.01 establishes the concession and catering rental rates to be paid to the
City in exchange for the rights and privileges granted to Omni in the Contract;
WHEREAS,the parties desire to revise the concession rental payments to more accurately reflect
the intent of the parties;and
NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the parties
agree as follows:
Second Amendment to CSC 31742 1 of 5
I.
AMENDMENTS
1. Section I of the Contract is hereby amended to add Subsection 1.02(J)to read as follows:
"(J) From time-to-time a prospective lessee or licensee of the Center may have
special catering or culinary requests that Omni may not specialize in or be able to
fulfill as part of the normal Catering Services to be provided herein. In those
instances, the City and Omni may agree, in writing, to permit the lessee or
licensee the option to "buy out"the catering rights, either in whole or in part, for
such event so that another company may provide such Catering Services.
(1) Any buyout amount shall be mutually agreed upon, in writing,
by the City and Omni.
(2) The City will require that the full amount of any buyout be paid
to the City as part of any agreement with a prospective lessee or
licensee of the Center.
(3) As full compensation for the lost revenue associated with
allowing the buyout and foregoing a business opportunity, Omni
shall be entitled to one-half of the buyout fee received by the
City.
(4) If the City and Omni agree to a buyout for an event pursuant to
this Section 1.02(J), (i) the buyout will apply to the meals and
meetings that are the subject of the buyout that occur during the
applicable event at the Center, (ii) the City will not permit the
caterer or restaurant to use the Concession Premises unless the
City has received Omni's prior written consent, (iii) the buyout
will not apply to the provision of Alcoholic Beverage Services,
which will be provided by Omni pursuant to Section 1.03.
(5) In the event that the licensee or lessee desires any services
provided by Omni as part of this Contract, including, but not
limited to, Catering Services, Concession Services, labor, and
Alcoholic Beverage Services, then Omni shall provide such
services in accordance with the terms of this Contract. Any
services to be provided by Omni in accordance herewith shall
still be subject to the terms of this Contract, including, but not
limited to,all reporting and payment provisions.
(6) Any buyout will not be counted as one of the four (4)
exemptions granted to the City pursuant to Section 1.02(B)(1)."
Second Amendment to CSC 31742 2 of 5
2. Section 3.O I is hereby amended in its entirety to read as follows:
"3.01 CONCESSION RIENTAIL.For the rights and privileges granted,Omni shall pay
the City, through its Director, each month during the term hereof,the following amounts:
(A)Thirty-six percent (36%) of Gross Receipts from the sale of all basic
concession items, including, but not limited to, all soft drinks, beer,
alcoholic beverages, peanuts, cotton candy, chips, doughnuts,
hamburgers,pretzels, sandwiches,hot dogs,chili dogs,coffee,barbecue
and pizza.
(B)When Omni provides Catering Services, a flat fee of twenty percent
(20%) of Gross Receipts will be paid to the City. When operating as a
caterer providing alcoholic beverages, the fee as to those alcoholic
beverages will remain at established concession rates.
(C)Fifty percent (50%) of Gross Receipts from any Concession Services
provided by Third-Party Vendors. All Third-Party Vendors must be
approved, in writing, by the Director or that person's authorized
designee prior to providing any Concession Services at the Center.
The City agrees to meet periodically with Omni at Orrmi's request to
discuss new concession, food and beverage items to be provided at the
Center and proposed improvements to the Concession Premises. If deemed
appropriate by the City and Omni, the percentages in this Section 3.01 may
be renegotiated as a result of the new items or improvements proposed by
Omni, in which event the parties will execute an amendment to this
Contract modifying such amounts."
3. Section 12.11(H)of the Contract is hereby amended to read as follows:
"(H) "Gross Receipts,": The total amount of money received or to be
received by Omni or any of its agents, employee, or affiliated entities from
all sales, whether for cash or credit, whether collected or uncollected, made
as a result of the service rights granted under this Contract; provided,
however, that any sales taxes and alcoholic beverage taxes imposed by
local, state,or federal law that are separate stated to and paid by a purchaser
of any item sold by Omni or anyone acting by or on behalf of Omni from an
authorized service or activity under this Contract and directly payable to a
taxing authority shall be excluded from the computation of Gross Receipts.
Gross Receipts shall include all monies paid or to be paid by a purchaser of
any services provided by Omni, including, but not limited to, rental
equipment, labor, and coat check. The sale of any goods, food,beverage,or
Second Amendment to CSC 31742 3 of
other items that are returned by the purchaser and accepted by Omni
exclusive of any sales tax may be deducted from Gross Receipts. As a
matter of clarification, the parties acknowledge and understand that the
Gross Receipts referenced in Section 3,01(0) only includes those amounts
that Omni ultimately receives as its fee from the Third-Party Vendors,
including, but not limited to, any commissions or revenue-based percentage
fees."
1 Section 12.11 is hereby amended to add"Third-Party Vendor(s)"to the list of definitions
as follows:
"(J) "Third-Party Vendor(s)": Any entity or person with whom Omni contracts or
subcontracts to provide Concession Services at the Center."
11.
MISCELLANEOUS
1. All terms and conditions of the Contract not addressed herein remain in full force and
effect and are binding upon the parties.
2. All terms in this Second Amendment that are capitalized but not defined shall have the
meanings assigned to them in the Contract.
IN WITNESS WHEREOF, the City and Omni have caused this Second Amendment to be
executed and delivered by their duly authorized representatives in Fort Worth, Tarrant County, Texas on
141t day of A%jkj, ,2&K.
CITY OF FORT WORTH OMNI HOTELS MANAGEMENT
CORPORATION
_4e
14
By:
Susan Alanis Name: 14-t4
Asgistant City Manager Title:
APPROVAL
FENDED:
By:
Kirk Slaughter
Director of Public Events
Second Amendment to CSC 31742 4 of 5
APPROVED AS TO FORM
AND LEGALITY-
T4 1 allach
Assistant Ci torney
AT r F o)y;,`.
J.Kayser
rY Y
City Secretary
Authorization: '«" '
M&C Numbers: C-20619(April 27,2005 '-22985 (August 26, 2008); C-28078(January24,2017)
Second Amendment to CSC 31742 5 of 5
Contract Compliance Attachment
For
Second Amendment toCity Secretary Contract No. 31742,
/\Contract For Exclusive Food, Beverage and Alcoholic
Beverage Services with Omni Hotels Management Corporation
M&C C-28078
January 24, 2017
______-----__ --------------______________________________________________________________
C|TYOFFORTVVORTHUSEONLY
Contract Compliance Manager:
Bysigning |acknowledge that| amthe person responsible
for the monitoring and administration ofthis contract, including
ensuring all performance and reporting requirements.
Stacey Church
Assistant Public Events Director
M&C Review
Official
CITY COUNCIL AGENDA FRT '4'URTII
COUNCIL ACTION: Approved on 1/24/2017
DATE: 1/24/2017 REFERENCE **C-28078 LOG NAME: 250MNIAMENDMENT2016
NO..
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Second Amendment to City Secretary Contract No. 31742, a Contract with
Omni Hotels Management Corporation for Exclusive Food, Beverage and Alcoholic
Beverage Services at the Fort Worth Convention Center, to Revise the Payment
Structure for Concession Services Provided by Third-Party Vendors and Add an
Exception for Negotiated Purchases of Catering Rights (COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a Second
Amendment to City Secretary Contract No. 31742, a contract with Omni Hotels Management
Corporation for Exclusive Food, Beverage and Alcoholic Beverage Services at the Fort Worth
Convention Center, to revise the payment structure for concession services provided by third-party
vendors and add an exception for negotiated purchases of the catering rights.
DISCUSSION:
On April 27, 2005, the City and Omni Hotels Management Corporation (Omni) executed City
Secretary Contract No. 31742, a Contract for Exclusive Food, Beverage and Alcoholic Beverage
Services at the Fort Worth Convention Center (FWCC).
In addition to other limited exceptions to the exclusive catering rights in the contract, the second
amendment will provide an exception in the form of a buy-out for lessees and licensees of the
FWCC that have special catering or culinary requests that Omni may not specialize in or be able to
fulfill as part of its normal catering services. Any buy-out amount will be mutually agreed upon by
the City and Omni, and the full amount of any buy-out will be paid to the City, with the City paying
Omni one-half of the negotiated amount as compensation for Omni's lost revenue.
The second amendment also revises the payment structure for concession services provided by
third-party vendors by revising the definition of"gross receipts" to exclude money received or to be
received by Omni's subcontractors and, instead, bifurcating payments to specifically delineate
amounts to be paid to the City through direct concession sales by Omni (and its agents
employees, or affiliated entities) versus those provided by a third-party vendor. Omni will pay the
City 36 percent of gross receipts from the sale of all basic concessions. On occasion, Omni will
contract with third-party vendors to provide specialty items for scheduled events. Omni will collect
a commission from the third party and pay the City 50 percent of the gross receipts from any
concession services provided by the third-party vendor. All third-party vendors must be approved
by the City, in writing, prior to providing any concession services.
The Fort Worth Convention Center is located in COUNCIL DISTRICT 9 and serves the entire City.
FISCAL INFORMATION/CERTIFICATION:
http://apps.cfwnet.org/council_packet/mc_review.asp?ID-2301 I&councildate-1/24/2017[11/1/2017 10:50:27 AM]
M&C Review
The Director of Finance certifies that there will be no impact to the Fiscal Year 2017 budget of the
Public Events Department upon approval.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID 1 ID I I Year I (Chartfield 2)
Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Kirk Slaughter (2501)
Additional Information Contact: Betty Tanner (2502)
ATTACHMENTS
Omni 1295.pdf
http://apps.cfwnet.org/council_packet/mc review.asp?ID=23011&councildate=1/24/2017[11/1/2017 10:50:27 AM]