HomeMy WebLinkAboutContract 34259CITY SECRETARY
CONTRACT NO.
CONSENT TO ASSIGNMENT OF
TAX ABATEMENT AGREEMENT
(CITY SECRETARY CONTRACT NO. 2 3 g 3 5)
This CONSENT TO ASSIGNMENT OF TAX ABATEMENT AGREEMENT
(CITY SECRETARY CONTRACT NO. 2 3 q 3 S) ("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; BLACKSTONE HOTEL PARTNERS, L.P.
("Owner" or "Assignor"), a Louisiana limited partnership authorized to do business in the State
of Texas, and RLJ FORT WORTH HOTEL, L.P. ("Assignee"), a Delaware limited
partnership.
The following introductory provisions are true and correct and form the basis of this
Consent:
A. On or about July 23, 1997 the City and Assignor entered into that certain Tax Abatement
Agreement, a public document on file in the City Secretary's Office as City Secretary Contract No.
2.3_3 (the "Agreement"). Under the Agreement, Assignor (i) agreed to construct certain
improvements on property owned by Assignor, generally known as the Blackstone Hotel and
currently operating as the Marriott Courtyard Hotel (the "Premises"), and (ii) committed to meet
various employment levels on the Premises. In return, the City agreed to abate certain ad valorem
taxes on tangible personal property located on the Premises.
B. Assignor wishes to sell the Premises and all improvements thereon to Assignee and to
further assign the Agreement to Assignee so that Assignee may receive the tax abatement benefits
currently provided to Assignor.
C. Section VI of the Agreement prohibits assignment of the Agreement to any other party
without the advance approval of the City Council.
D. The City is willing to consent to an assignment of the Agreement by Assignor to Assignee
solely in accordance with this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the City, Assignor and Assignee agree as follows:
1. The City, with the City Council's approval, hereby consents to an assignment by
Assignor to Assignee of all right, title and interest granted to Owner by the Agreement, effective
as of the "Effective Date" defined in the assignment agreement by and between Assignor and
Assignee, a copy of which is attached hereto as Exhibit "A".
Consent to Assignment of CSC No. 23 q 3 5
by Blackstone Hotel Partners, L.P. to RLJ Fort Worth Hotel, L.P.
Page I
7-7
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4280766v.2 128707/00001
2. The City consents to such assignment expressly upon the promise and covenant by
Assignee, and Assignee hereby promises and covenants to the City, that as of the Effective Date
Assignee will comply with all duties and obligations of Owner set forth in the Agreement.
3. Assignee 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 Section V of the
Agreement.
4. 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:
CITY OF FORT WORTH: ATTEST:
By: �,� ra— "
-y
Dale Fisseler V ; ?L Marty i4endrix
Assistant City Mana&er City Secretary
Date:
APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky
Assistant City Attorney
M&C: C-2I532 6-20-06
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Consent to Assignment of CSC No. 239 3 5
by Blackstone Hotel Partners, L.P. to RLJ Fort Worth Hotel, L.P.
Paget
4280766v.2 128707/00001
BLACKSTONE HOTEL PARTNERS, L.P.,
a Louisiana limited partnership
By: HRI Blackstone Corporation
sole gen al partner
By:?dward
U�,1%
Name: Boettner
Tine:President
Date: August 16, 2006
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Consent to Assignment of CSC No.
by Blackstone Motel Partners, L.P. to RLJ Fort Worth Hotel, L.P.
Page 3
N • :� G,�"P rr
4280766v.2 128707/00001
RLJ FORT WORTH HOTEL, L.P.,
a Delaware limited partnership
By: RLJ Fort Worth Hotel General Partner,
LLC, a Delaware limited liabili company
By:
Name: -1-ln (5vil, -a,s ea-t 4+,A4,�,�J r-
Title:
Date: 44 U4 Ai ) �°
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Consent to Assignment of CSC No.
by Blackstone Hotel Partners, L.P. to RLJ Fort Worth Hotel, L.P.
Page 4
4280766v.2 128707/00001
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Dale Fisseler, known to me to be the person whose name is subscribed
to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort
Worth and that s/he executed the same as the act of the City of Fort Worth for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this % -� day
,ate— .2006.
E
Notary Public in and for the State of Texas
HETTIE LAME
MY COMMISSION EXPIRES
July 26, 2007
Consent to Assignment of CSC No. 2 3 9 3 5
by Blackstone Hotel Partners, L.P. to RLJ Fort Worth Hotel, L.P.
Page 5
4280766v.2 128707/00001
fug
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✓'."UL'I
STATE OF LOUISIANA
COUNTY/PARISH OF ORLEANS §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Louisiana , on this day personally appeared Edward Boettnernown tome to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was
the act of HR1 Blackstone Corporation, as the sole general partner of Blackstone Hotel Partners,
L.P., and that s/he executed the same as the act of Blackstone Hotel Partners, L.P. for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 16th day
August ,2006.
r
Notary Public in d for the State of LOUIS IANA
MICHAEL L. MANCUSO
NOTARY PUBLIC
State of Louisiana, Bar Roll # 23203
My Commission is for fife.
Consent to Assignment of CSC No.
by Blackstone Hotel Partners, L.P. to RLJ Fort Worth Hotel, L.P.
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4280766v.2 128707/00001
STATE OF M kri I
COUNTY OF _�'�(-j_ §
BEFORE ME, the undersigned auyhority, a Notary Public in and for the State of
on this day personally appeared ihomasj. t�Ihmr,� own to me to be the person whose name is
subscribed to the foregoing instrument, and aetowl,. ged to me that the same was the act of RLJ
Fort Worth Hotel General Partner, LLC, as the general partner of RLJ Fort Worth Hotel,
L.P., and that s/he executed the same as the act of RLJ Fort Worth Hotel, L.P., for the purposes
and consideration therein expressed and in the capacity therein stated.
GIVd 4 UNDER MY HAND AND SEAL OF OFFICE this I day
t 1 2006.
Notary Pu i in and for the State of i
Consent to Assignment of CSC No.
by Blackstone Hotel Partners, L.P. to RLJ Fort Worth Hotel, L.P.
Page 7
4280766v.2 128707/00001
toTYGRESSA JONES
Notary Public
Prince GeorgVs CO., MD
My Comm. Expo. Feb. 13, 2010
1311
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Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 6/20/2006
DATE: Tuesday, June 20, 2006
LOG NAME: 17BLACKSTONE
REFERENCE NO.: C-21532
SUBJECT:
Authorize Execution of Consents to Assignment of Tax Abatement Agreement, Facilities and
Maintenance Agreement and Encroachment Agreement by Blackstone Hotel Partners, L.P. to RLJ
Fort Worth Hotel, L.P. Regarding the Downtown Marriott Courtyard Hotel
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute Consents to Assignment by
Blackstone Hotel Partners, L.P. to RLJ Fort Worth Hotel, L.P. of the following documents relating to the
downtown Marriott Courtyard Hotel: (i) Tax Abatement Agreement, City Secretary Contract No. 23935;(ii)
Facilities and Maintenance Agreement, City Secretary Contract No. 23997; and (iii) Encroachment
Agreement for Improvements, City Secretary Contract No. 22714.
DISCUSSION:
On July 23, 1997, the City entered into a Tax Abatement Agreement (City Secretary Contract No. 23935)
with Blackstone Hotel Partners, L.P. (Blackstone) pursuant to which the City agreed to abate certain ad
valorem taxes on tangible personal property owned by Blackstone in return for Blackstone's redeveloping
the historic former Blackstone Hotel, which now operates as the downtown Marriott Courtyard Hotel (the
Hotel). The last year of the tax abatement will be the 2010 tax year.
On July 7, 1997, the City entered into a Facilities and Maintenance Agreement (City Secretary Contract No.
23997) with Blackstone pursuant to which Blackstone agreed to restore the historic facade of the Hotel and
to grant an easement to a non-profit entity in order to ensure the continued maintenance of that facade in
return for the City's payment of annual sums equal to certain percentages of hotel occupancy taxes and real
property taxes paid to the City. These payments will expire on January 31, 2008.
On March 3, 1997, the City entered into a Consent Agreement (City Secretary Contract No. 22714) with
Blackstone pursuant to which the City permitted the encroachment into the City's public right-of-way of
certain improvements to the Hotel. This consent will remain in effect until March 2, 2027.
Blackstone now wishes to sell the Hotel to RLJ Fort Worth Hotel, L.P. (RLJ) and, accordingly, to assign the
benefits to and obligations of Blackstone under the Agreements described above to RLJ. RLJ is an affiliate
of RLJ Urban Lodging Fund, L.P. which currently owns 19 properties of which nine are Marriott
products. The senior management that will own and operate RLJ will also own and operate 90 Marriott
International brand hotels, including 30 Marriott Courtyard Hotels. RLJ plans to continue to operate the
Blackstone as a Marriott Courtyard.
Under the proposed Consents to Assignment by the City, RLJ will be bound to all obligations and
requirements that are imposed on Blackstone under the Agreements and will receive the remainder of the
tax abatement and facilities and maintenance payments from the City as well as the continued
encroachment consents.
The Blackstone Hotel is located in COUNCIL DISTRICT 9. M�'� 9
http://www.cfwnet.org/council_packet/Reports/mc_print.asp�'
Page 2 of 2
FISCAL INFORMATIONICERTIFICATION:
The Finance Director certifies that this action will have no material effect on City funds.
TO Fund/Account/Centers
Submitted for Citv Manaaer's Office bv:
Orininatina Department Head:
Additional Information Contact:
FROM Fund/Account/Centers
Dale Fisseler (6140)
Tom Higgins (6192)
Ardina Washington (8003)
Peter Vaky (7601)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 11 /9/2006