HomeMy WebLinkAboutContract 32391 -Y `,FC METARY 1�29L
-V ; FL~,1 CT NO.
CONSENT TO ASSIGNMENT OF
ROOM BLOCK AGREEMENT
(CITY SECRETARY CONTRACT NO. 31500)
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
31500 ("Consent") is made and 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;
BCM/CHI WORTHINGTON OWNER, L.P. ("Owner"), a Delaware limited partnership; and
DRH WORTHINGTON OWNER LIMITED PARTNERSHIP ("DRH"), a Delaware limited
partnership.
The following introductory provisions are true and correct and form the basis of this
Consent:
A. As of March 17, 2005, and as a condition of a separate Economic Development Program
Agreement (City Secretary Contract No. 31475), the City and BCM/CHI Worthington, Inc. entered
into that certain Room Block and Meeting Space Agreement on file in the City Secretary's Office as
City Secretary Contract No. 31500 (the "Agreement"). The Agreement was subsequently
amended by that certain Amendment No. 1 to Room Block Agreement, dated as of
, 2005, by and between the City and BCM/CHI Worthington, Inc.
("Amendment No. 1"), and assigned to Owner, an Affiliate of BCM/CHI Worthington,Inc. Under
the Agreement, Owner agreed to reserve specific percentages of standard guest rooms and suites in
the Hotel located at 200 Main Street in the City (the "Hotel Property"), which is currently
operating as the Renaissance Worthington, for specific periods of time for attendees, participants
and planners of conventions and trade shows at the Fort Worth Convention Center, all as provided
by and in accordance with the Agreement.
B. Section 8.04 of the Agreement specifically allows Owner to assign the Agreement to a non-
Affiliate party conditioned on (i) the prior written consent of the City and (ii) execution by the
assignee of a written agreement pursuant to which the assignee agrees to assume all covenants and
obligations of Owner under the Agreement.
C. Owner has sold the Hotel Property and all improvements thereon to DRH and to assign the
Agreement to DRH. The City is willing to consent to an assignment of the Agreement to DRH
solely in accordance with this Consent.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the City, Owner and DRH agree as follows:
1. The City hereby consents to an assignment by Owner to DRH or an Affiliate of DRH of
all right, title and interest granted to Owner by the Agreement, effective as of the date on which
the City, Owner and DRH have all executed this Consent ("Effective Date"). For.purposes 09
this Consent, "Affiliate" shall mean (i) any entity in which a majority of the own f to i co M
Consent to Assignment of CSC No. 31500 CIT MI O 21i
by BCM/CHI Worthington Owner,L.P.to DRH Worthington Owner Limited Partnership R. 'tau°�W� gEWo
19 �:�� ' 1 0
of individuals, partnerships, trusts (or their individual partners or beneficiaries) or other entities
included, whether by legal title or beneficially, in the present ownership of DRH or(ii) any entity
which has at least a fifty-one percent (51%) direct or indirect ownership interest in DRH or any
entity in which DRH has at least a fifty-one percent (51%) direct or indirect ownership interest.
2. The City consents to such assignment expressly upon the promise and covenant by DRH,
and DRH hereby promises and covenants to the City, that as of the Effective Date DRH will
comply with all duties and obligations of Owner set forth in the Agreement.
3. DRH understands and agrees that no act or omission of Owner, whether before or after
the Effective Date, will serve to mitigate any Event of Default set forth in Article 6 of the
Agreement.
4. Notwithstanding the foregoing, the City hereby certifies to Owner and DRH that as of the
date of execution of this Consent by the City:
4.1. The Agreement is in full force and effect and, other than Amendment No. 1, has
not been modified, supplemented or amended in any way.
4.2. To the actual knowledge of the undersigned Assistant City Manager, Owner is not
in default in the performance of any covenant, agreement, obligation or condition
contained in the Agreement.
4.3. No Event of Default has occurred, nor has the undersigned Assistant City
Manager given Owner notice of any event which, with the giving of notice or the
passage of time, or both, would constitute an Even of Default, which has not been
cured.
4.4. To the actual knowledge of the undersigned Assistant City Manager, the City has
not consented to an assignment, sale or transfer of Owner's interest in and to the
Agreement, other than that set forth in this Consent.
5. The City acknowledges that Owner, DHR, Wachovia Bank, National Association and
their respective successors and assigns may rely on the provisions of Section 4 above.
Notwithstanding any such reliance, by execution of this Consent, the City does not waive any of
its governmental powers or rights of sovereign immunity. The provisions and conditions of this
Consent are solely for the benefit of the parties hereto and any Affiliate of DRH to whom this
Agreement specifically may be assigned, and are not intended to create any rights, contractual or
otherwise, to any other person or entity.
6. All terms in this Consent that are capitalized but not defined shall have the meanings
assigned to them in the Agreement.
EXECUTED in multiples as of the last date indicated below:
Consent to Assignment of CSC No. 31500in�'[�sl�pw�
by BCM/CHI Worthington Owner,L.P.to DRH Worthington Owner Limited Partnership vIT '���PSIS 1�,�U
CITY OF FORT WORTH: ATTEST:
By: By: V V t
Dale Fisseler Marty Hendrix
Assistant City Manager. City Secretary
Date: �
APPROVED AS TO FORM AND LEGALITY:
By: D
Peter Vaky
Assistant City Attorney
M&C: C-2 0 8`f-l 7-d-09
5
BCM/CHI WORTHINGTON OWNER, L.P.:
By: BCM/CHI Worthington SPC, Inc., a Delaware
Corporation and Owner's sole general partner:
By:
Name:
Title:
Date:
DRH WORTHINGTON OWNER LIMITED
PARTNERSHIP:
By: DRH Worthington Owner General, LLC,
a Delaware limited liability company and
its general partner:
By: ,
Name:
Title:
Date: 411r- r
]�,J�°2. C0 2ro
Consent to Assignment of CSC No. 31500 vu u �'2
r :.nom
by BCM/CHI Worthington Owner,L.P.to DRH Worthington Owner Limited Partnership FY, ry;v ;4�U �; 5`?
CITY OF FORT WORTH: ATTEST:
By: By:
Dale Fisseler Marty Hendrix
Assistant City Manager City Secretary
Date:
APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky
Assistant City Attorney
M&C:
BCMICHI WORTHINGTON OWNER, L.P.:
By: BCM/CHI Worthington PC, Inc., a Delaware
Corporation d Owner' sole general partner:
By:
Name:
Title:
Date:
DRH WORTHINGTON OWNER LIMITED
PARTNERSHIP:
By: DRH Worthington Owner General, LLC,
a Delaware limited liability company and
its general partner:
By: ,
Name:
Consent to Assignment of CSC No. 31500
by BCM/CHI Worthington Owner,L.P.to DRH Worthington Owner Limited Partnership
CITY OF FORT WORTH: ATTEST:
By:— L -, By: OACk�k
Dale Fisseler �,/, Marty Hendrix
Assistant City/Manager City Secretary
Date:
APPROVED AS TO FORM AND LEGALITY:
Peter Vaky
Assistant City Attorney
M&C: 8-20441 7-/ -06
BCAVCHI WORTHINGTON OWNER,L.P.:
By. BC VCHI Worthington SPC,Inc.,a Delaware
Corporation and Owner's sole general partner:
By:
Name:
Title:
Date:
DRH WORTHINGTON OWNER LIMITED
PARTNERSHIP:
By: DRH Worthington Owner General, LLC,
a Delaware limited liability company and
its general partner:
By:
amen C��-
Title: �1ree0Y
Date:
Consent to Assignment of CSC No.31500
by BCM/CM Worthington Owner,L.P.to DRH Worthington Owner Limited Partnership