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Home My WebLink AboutContract 36171 CITY SECRETAR`e C �,`r CONTRACT NO FIRST AMENDMENT TO MEMORANDUM OF OPTION This FIRST AMENDMENT TO MEMORANDUM OF OPTION (this "Amendment") is made and entered into as of October 30, 2007, by and between the CITY OF FORT WORTH, TEXAS, a Texas home-rule city ("City"), and OMNI FORT WORTH PARTNERSHIP, L.P., a Delaware limited partnership ("Omni"). RECITALS: A. WHEREAS, City and Omni entered into that certain Memorandum of Option dated April 27, 2005, and recorded under Instrument Number D205136079 in the Real Property Records of Tarrant County, Texas, and also referred to as City Secretary Contract No. 31741 (as same may be amended, the"Memorandum"); and B. WHEREAS, City and Omni have entered into that certain Option Agreement to Enter into Retail Lease Agreement, referred to as City Secretary Contract No. 31740, for certain property located in Fort Worth, Tarrant County, Texas, as more fully described therein (the "Option Agreement"); and C. WHEREAS, Concurrently with entering into this Amendment, City and Omni have entered into that certain First Amendment to Option Agreement ("Option Amendment") which Option Amendment, pursuant to Exhibit A of the Option Agreement, replaced the legal description formerly attached to the Option Agreement as Exhibit A with the legal description attached to the Option Amendment; and D. WHEREAS, City and Omni desire to amend the terms of the Memorandum upon the terms and conditions set forth hereinbelow. AGREEMENTS: NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants and agreements set forth hereinbelow, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto agree as follows: 1. Exhibits. The Memorandum is hereby amended to replace Exhibit A to the Memorandum with Exhibit A attached to this Amendment. 2. Effect of Amendment. Except as specifically amended by the provisions of this Amendment, the terms and provisions stated in the Memorandum shall continue to govern the rights and obligations of City and Omni with respect to the matters that are the subject of the Memorandum; and all provisions and covenants of the Memorandum shall remain in full force and effect as stated therein, except to the extent as specifically amended by the provisions of this Amendment. ®- -- 3. Capitalized Terms. Except as otherwise defined in this Amendment, all capitalized terms used herein shall have the meaning given to such terms in the Memoratip' m. J: Uitu9 u FIRST AMENDMENT TO MEMORANDUM OF OPTION—Page I 1�� 4. Counterparts. To facilitate execution of this Amendment, this Amendment may be executed in one or more counterparts as may be convenient or required, and an executed copy of this Amendment delivered by facsimile shall have the effect of an original, executed instrument. All counterparts of this Amendment shall collectively constitute a single instrument, but in making proof of this Amendment, it shall not be necessary to produce or account for more than one such counterpart. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] FIRST AMENDMENT TO MEMORANDUM OF OPTION—Page 2 646S IN WITNESS WHEREOF, City has executed this Amendment effective as of the day first written above. CITY: Approved as to form: CITY OF FORT WORTH, a Texas home-rule city By: ,Lt City Attorney Name— : Q _ C-2 O 6/ 8 Title: Ci Manager 3-29-OE ATTEST: "Y\&I �-V' I\ / City Secretary IS STATE OF TEXAS § COUNTY OF TARRANT § This inst ment was acki owledged before me on this day of"-A��. 2007, by ad t City Manager of the City of Fort Worth, Texas, a Texas hom Y P'JB¢ NOTARY PUBLIC STATE OF TEXAS wj'TE OF S4*P6 My Comm.Fxp.12-14-2009 Not4ry Public, State of Texas My Commission Expires: -D (Printed Name of Notary Public) svl�ls.., FIRST AMENDMENT TO MEMORANDUM OF OPTION—Page 3 IN WITNESS WHEREOF, Omni has executed this Amendment effective as of the day first written above. 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: Title: V tce IP5i d't STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before me on this J_ day of 6T06E-A 2007, by Xle#Ar4 (9. Ulr/H, the V«c of Omni Fort Worth GP Corporation, a Delaware corporation, which is the general partner of OMNI FORT WORTH PARTNERSHIP, L.P., a Delaware limited partnership, on behalf of said corporation and limited partnership. :'atii11 DANA K PoDOE.` MY pCOMMISSM EXPIRES ,•;l ip i�4*� • _ 2%fV11 Notary Public, State of T as My Commission Expires: rtJA /� k'/466E t/_��,. �I //_ (Printed Name of Notary Public) FIRST AMENDMENT TO MEMORANDUM OF OPTION-Page 4 /rr EXHIBIT "A" Lot 1, Section 7R FORT WORTH CONVENTION CENTER ADDITION, an Addition to the City of Fort Worth, Tarrant County, Texas, according to plat recorded in Cabinet A, Slide 11331, Deed Records of Tarrant County, Texas. FIRST AMENDMENT TO MEMORANDUM OF OPTION—Page 5 Dallas I\5102299\2 42379-1 9/26/2007 640 Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication :OUNCIL ACTION: Approved on 3/29/2005 CONTINUED FROM A PREVIOUS WEEK DATE: Thursday, March 24, 2005 LOG NAME: 170MNI LEASE REFERENCE NO.: C-20618 SUBJECT.: Authorizing Execution of Ground Lease of Blocks 7 and 8, Tarrant County Convention Center Addition, to Omni Fort Worth Partnership, L.P. RECOMMENDATION: It is recommended that the City Council authorize execution of the attached Ground Lease of Blocks 7 and 8, Tarrant County Convention Center Addition, to Omni Fort Worth Partnership, L.P. DISCUSSION: Under the attached Ground Lease (the Lease), the City will lease Blocks 7 and 8, Tarrant County Convention Center Addition (the Leased Premises), to Omni Fort Worth Partnership, L.P. (Omni). Omni proposes to construct, among other things, a full-service hotel and associated parking garage on the Leased Premises, which are located directly to the west of the Fort Worth Convention Center. The City also intends to construct a separate parking garage with ground level retail and commercial space to the north of the hotel and hotel garage on a portion of Block 7. The exact description of the Leased Premises is subject to a survey that will be completed once architectural and design specifications for the hotel, the hotel garage and the City-owned garage are completed. The Leased Premises will be replatted prior to initiation of any construction so that the City-owned garage will be on a tract of land that is separate and apart from the Leased Premises. The term of the Lease is 99 years. However, during a one-year period comencing after the tenth anniversary of the hotel's opening, Omni will have an option to purchase the Leased Premises for the then- fair market value of the land. The City will also have the right during that same time period to put the Leased Premises to Omni for the same purchase price. Rent for the Leased Premises for the first 5 years of the term will be $283,500 per year, which is the fair market rent that has been established for the Leased Premises in accordance with the City's standard appraisal procedures. Thereafter, rent shall be subject to adjustment in accordance with changes to the consumer price index for all urban consumers, published by the Bureau of Labor Statistics of the United States Department of Labor for Dallas-Fort Worth, Texas. Omni will be required to maintain and keep in good repair the Leased Premises and to provide full insurance coverage and pay all taxes assessed on the Leased Premises. The Fort Worth City Parking Garage will be located in Council District 9. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the Finance Department, Treasury Office, is responsible of collection and deposit of funds from this lease. TO Fund/AccounVCenters FROM Fund/Account/Centers http://www.cfwriet.org/council_packet/Reports/mc_print.asp 11/28/2007 Page 2 of GG01 443453 02.52000 $0.00 Submitted for City Manager's Office by; Joe Paniagua (6191) Originating Department Head: Tom Higgins (6192) Kirk Slaughter (2501) Additional)Information C Intact: Peter Vaky (7601) http://www.cfwnet.org/council_packet/Reports/mc_print.asp 11/28/2007