The URL can be used to link to this page

Home My WebLink AboutContract 11085-EC1 CITY RET 085 J I ESTOPPEL CERTIFICATE 449, /�D o 6 Cites CAr�,V1B ��REAS, The City of Fort Worth, a Texas home-rule municipal corporation � And d ) is the holder of the landlords interest in that certain Lease Agreement, dated as of A r'� 0`1980, (City Secretary Number 11085) as assigned pursuant to that certain Assignment ,. Zov ing Leasehold Estate, dated June 14, 1994, (filed of record in D194141206 of the Official Public Records of Tarrant County) as further assigned pursuant to that certain Assignment and Assumption of Ground Lease, dated October 26, 2000, (filed of record in Volume 14606, Page 517, Official Public Records of Tarrant County, Texas) and as amended pursuant to that certain First Amendment to Lease Agreement (Parking Garage Lease), dated March 27, 2014 (City Secretary Number 11084-A1) (as heretofore or hereafter amended, modified, or assigned, collectively, the "Lease") with New Fort Tower I Hotel Limited Partnership, a Delaware limited partnership("Borrower" or"Tenant" or"Lessee"); NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, Landlord hereby certifies as follows, which certification may be relied upon by Landlord, its lenders, successors, affiliates and agents: 1. Landlord is the owner of the fee estate in the Property and is the landlord under the Lease and Tenant is the owner of the leasehold estate in the Property and is the tenant under the Lease. 2. The Lease is in full force and effect, in accordance with its terms, and has not been further assigned, supplemented, modified or otherwise amended, orally or in writing. 3. To the actual knowledge of the undersigned, Lessee Investment has been completed by the Investment Deadline pursuant to the Lease, as evidenced by the list of Historical Capital Expenditures(2014-2016), attached hereto as Exhibit A. 4. To the actual knowledge of the undersigned, neither party has sent nor received a default notice, and Landlord is not aware of any event that has occurred, which with the giving of notice or expiration of time or both, would constitute an event of default. To the best of Landlord's knowledge, Tenant has no offsets, counterclaims, defenses, deductions or credits whatsoever with respect to the Lease. 5. To the actual knowledge of the undersigned,Tenant does not have any rights of first refusal or options to purchase the Property. 6. To the actual knowledge of the undersigned, other than the Lease, there do not exist any agreements (including, without limitation, subordination, non-disturbance and attornment 5 at 4 ) concerning the Property, whether oral or written, between Landlord and Tenant (or their re ve predecessors or successors). i �G�\4 7. s of the date hereof, no basic rent or ad itional rent s ue m Tenant under ? OFFICIAL RECORD 10��p� CITY SECRETARY `'s 'cc�c0 ti FT,WORTH9 TX the Lease. The fixed rent payable under the Lease is currently $100,872.00 annually, plus a percentage rental equal to thirty percent (301/o) of the annual net profits arising from Tenant's operation of the Property, if such percentage rental is greater than the fixed rent payable under the Lease, and any amount payable as additional rent (such sums, collectively, the "Rent"). Tenant's obligation to pay the percentage rental described above commenced on January 1, 2014 and will remain in effect until the Expiration Date (defined herein). There are no other rents, additional rents or other charges due and payable under the Lease other than the Rent. 8. To the actual knowledge of the undersigned, Tenant does not make any type of escrow deposits with Landlord, and Landlord does not hold any type of deposit from Tenant (for security or otherwise). 9. The initial term of the Lease shall expire on April 30, 2070 (the"Expiration Date"). Tenant does not have any rights to renew, extend or terminate the Lease, except for Tenant's right to terminate the Lease at anytime after April 30, 2030, as set forth in Section 2 of the First Amendment to Lease Agreement (Parking Garage Lease, City Secretary Contract No. 11085-A1) between Landlord and Tenant,dated March 27,2014. 10. Landlord has not received written notice of any pending eminent domain proceedings and Landlord has not received any notice that it is in violation of any governmental law or regulation applicable to its fee interest in the Property and its operation thereon, including, without limitation, any environmental laws or the Americans with Disabilities Act, and has no reason to believe that there are grounds for any claim or such violation. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURES FOLLOW] 2 IN WITNESS WHEREOF,the undersigned have executed this Estoppel Certificate as of O�Teb�er ,2017. LANDLORD' THE CITY OF FORT WORTH, a Texas home-rule municipal corporation By: Jesus J. apa FT (�j4 Assistant City Manager s �.. F– • v; � Attested by.. ACCEPTED AND AGRE ®. °se , ity Secretary TENANT' NEW FORT TOWER I HOTEL LIMITED PARTNERSHIP, a Delaware limited partnership By: Ashford Pool A GP LLC a Delaware limited liability company its general partner By: cf f — Name: David A. Brooks Title: Vice President OFFICIAL RECORD CITY SECRETARY FT.WORTHS TX Signature Page EXHIBIT A Historical Capital Expenditures (2014-2016) Fort Worth Ground Lease (Parking Garage) Fort Worth Cap Ex Spend as of 1.0/31/16 RHLP Code Project Name Spend AFW014LS100001 Replace components for washer 0 AFW014LD100002 Motel Discretionary Fund 131,896 AFW014LS100003 Install main bearing on washer#1 1.1,532 AFW014LS100004 Install(9)smoke detectors (2) relay units to fire panel 8,515 AFW014LSi00Q05 Repl computer for Sr Sales Manager 1,829 AFW014.LB100007 MVAC-Emergency Management Controls 238,934 AFW014LS100008 Exterior wall-overtime charges for crane&ladder truck 7„382 AFW014LB100010 Escalator-Step Replacement 112,323 AFW014LS100009 Repair portions of failed banquet and upper roof 21,417 AFW014LS100011 Install VFS'd to the ballroom AHU"s to reduce noise 57,886 AFW014LS100012 Repi main bearing on washer#2 10,949 AFW014LS100013 Rept components on elevator#2 7,225 AFW014LS100014 Replace failed handrail on escalator 5,840 AFW014LS100015 Repi (230)fire sprinklers in the basement&sub basement 21,464 AFW014LS100017 Purchase & install inverter&motor for washer#2 5,997 AFWV014LSIOD016 Repl hot&cold coils in the AHU for the 16th floor 0 AFW014LS10001.8 Replace failed exhaust hood fan 11,685 AFW014LS100019 Roof work-Replace insulation due to warped,cupped,curled 5,374 AFW014LS100021 Repi computer for Banquet Department 10841 AFW014LS100020 Replace generator 14,234 AFW014TS100022 Repl Pop off valve and related piping for PK water heater 6,049 AFW014TS100023 Rebulid generator for the service elevator 15,781 AFW014TSlGD024 Repi 4 corn puters for sales manager XP sys not supported 6,694 AFW014TS100025 Overage for Corner Pantry-Hotel has doubled discretionery 9,044 AFW024TS100026 Upgrade the HSIA in the meeting room 36,508 AFW014TS100027 Repair various areas of the hotel roof 5,957 AFW014TS100028 Guestroom FCU-Split with 2013 28,003 779,347 Exhibit A AFW015LB100002 Guestroom-FCU 150,939 AFW015LB100001 Meeting Room 1,871,789 AFW015LD100003 Hotel Discretionary Fund 123,571 AFW015LS100005 Rept.refrigerated backbar cabinet on 15th fl. 2,782 AFW015LS100004 Replace tubes In boiler 59,205 AFW015LS100006 Replace steam coil on laundry dryer unit 6,358 AFW015LS100008 Replace(3)rooftop exhaust fans 5,410 AFW015LS100009 Refinish bathtub treatment anti-slip&stain removal(287) 14,875 AFW015TS100010 Repi desktop computer for Catering Sales Mgr, 1,859 AFW015TS100011 Replace Steam Dryer-Laundry 10,677 AFW015TS100012 Rebuild selector on service elevator 30,044 AFW015TS100013 Replace failed computer for Sales Manager 2,013 AFW015TS100014 Repi flooring in elevator pit with an HD flooring system 11,931 AFW015TS100015 Repi SP-DF swing panel on guest elevator 8,274 AFV4015RT100016 Replace(81)HVAC coils 0 AFWOISRTIOD017 Additional funds to complete guestroom FCU replacement 13,410 AFW015RT100018 Purchase nestable luggage carts(8) 0 AFW015RT100019 Repi Fitness Center Flooring 0 AFW015RT100020 Purchase Maintenance flex carts 0 2,313,139 AFW016TS100001 Repl failed brake lever on the escalator 10,911 AFW016TS100005 Repi 2 controller boards and 9 relays for service elevators 0 AFW016TS100002 Rep)failed boards(2)and relays(9)on Elevator 5,737 AFW016TS100003 Elevator.Rebuild and readjust selector&controller 75,658 AFW016TS200004 Relocate power panel boards(2) 57,470 AFW016T6100008 HVAC-Cooling Tower 0 AFW016TB100007 Phone Switch Replacement 50,819 AFW016TD100006 Hotel Discretionary Fund 1,544 AFW016TBI00009 Executive Lounge Refresh 13,237 AFW016T5100010 Install door protection sys on freight elevator 4,006 AFW016TS100011 Rep)pumps for chillers&sprinkler system 19,062 AFW016TS100012 Rewire fire service to elevators(2) 75,663 AFW016TS100013 Repi steam coil In dryer 6,484 AFW016TS100015 Repl push buttons on elevator 1,197 AFW016TS100016 Rept blower wheel for HVAC for Crystal Ballroom 7,992 AFW016TS100014 Rept sections of roof over elevator 29,095 AFW026TS100017 Repl governor on elevator 11,285 AFW016TS100018 Relocate Pit Stop Switch on elevator 3,455 AFW016TS100019 Repl Optiguard Safety System-Service Elevator 4,579 AFW016RT1000Z1 Repl HVAC/colls(81) 0 AFW016TS100020 Repalce elevator safties 24,075 AFW016TS100023 Repi components of elevator drive shaft 3,896 AFW016TS100022 Repi desktop computer for HR and F&B 3,405 AFW016TS100024 Repi roof sections over the Ballroom 0 409,568 3,502,053 3,502,053 Exhibit A