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CITY CONTRACT No.
CONSENT TO ASSIGNMENT OF
CONSENT AGREEMENT (ENCROACHMENT)
(CITY SECRETARY CONTRACT NO. 22714)
This CONSENT TO ASSIGNMENT OF CONSENT AGREEMENT (CITY
SECRETARY CONTRACT NO. 22714) ("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 March 3, 1997 the City and Assignor entered into that certain Consent
Agreement, a public document on file in the City Secretary's Office as City Secretary Contract No.
22714 (the "Agreement"), pursuant to which the City consented to the encroachment into City
public right-of-way certain improvements to the property owned by Assignor generally known as
the Blackstone Hotel and currently operating as the Marriott Courtyard Hotel (the "Property"), as
more specifically outlined in the Agreement.
B. Assignor wishes to sell the Property to Assignee and to further assign the Agreement to
Assignee so that Assignee may receive all benefits of Assignor thereunder.
D. Section 18 of the Agreement prohibits assignment of the Agreement to any other party
without the advance approval of the City.
E. 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".
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.
Consent to Assignment of CSC No. 22714
by Blackstone Hotel Partners, L.P. to RLJ Fort Worth Hotel, L.P
Page 1
4288178v.2 128707/00001
3. Assignee understands and agrees that no act or omission of Owner, whether before or
after the Effective Date, will serve to mitigate any breach or default under the Agreement.
4. Assignor or Assignee, at no cost to the City, shall record this Consent in the deed records
of Tarrant County, Texas. After being so recorded, a file -marked original duplicate of this
Consent shall be returned to the City Secretary.
5. 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: By:
Dale Fisseler ,�p'i Iarty4lendrix
y M Assistant City, (t City Secretary
Date: G/ /
APPROVED AS TO FORM AND LEGALITY:
By: Glnc�,
Peter Vaky 0
Assistant City Attorney
M&C: C-2153z 6-20-ob
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Consent to Assignment of CSC No. 22714
by Blackstone Hotel Partners, L.P. to RLJ Fort Worth Hotel, L.P.
Page 2 = i
4288178v.2128707/00001
BLACKSTONE HOTEL PARTNERS, L.P.,
a Louisiana limited partnership
By: HRI Blackstone Corporation
sole general partner
By: ,
Name: Edward Boettner
Title: Vice —President
Date: August 16, 2006
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Consent to Assignment of CSC No. 22714
by Blackstone Hotel Partners, L.P. to RLI Fort Worth Hotel, L.P.
Page 3
/�+g17 (aN1
4288178v.2 128707/00001
RLJ FORT WORTH HOTEL, L.P.,
a Delaware limited partnership
By: RLJ Fort Worth Hotel General Partner,
LLC, a Delaware limited liability company
By:
Title:A-
Date:
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Consent to Assignment of CSC No. 22714
by Blackstone Hotel Partners, L.P. to RLJ Fort Worth Hotel, L.P.
Page 4
428 8178v.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
/•;� ���� , 2006.
Notary Public in and for the tate of Texas
TRP—' HETTIE LANE
MY COMMISSION EXPIRES. July 26, 2007
Consent to Assignment of CSC No. 22714
by Blackstone Hotel Partners, L.P. to RLJ Fort Worth Hotel, L.P.
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4288178v.2 12 8707/00001
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 Boettneiimown 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 HRI 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 ,2000.
_ 14,
Notary Public in and -for the State of LOUI S IANA
Consent to Assignment of CSC No. 22714
by Blackstone Hotel Partners, L.P. to RLJ Fort Worth Hotel, L.P.
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4288178v.2 128707/00001
MICHAEL L. MANCUSO
NOTARY PUBLIC
State of Louisiana, Bar Roll # 23203
MY Commission is for life.
.ate
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... �r: 2L lrl
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STATE OF k'rjclod §
COUNTY OF I V 1 � eylriA §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
on this day personally appeared l r� ., T Tbj, � Vi re 4-mown 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 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.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this l L 4-111 day
2006.
Notary Public in and for th State of
PAMELA PETTY
Notary Public -Maryland
Montgomery County
My Commission Expires
March 21, 2010
Consent to Assignment of CSC No. 22714
by Blackstone Hotel Partners, L.P. to RLJ Fort Worth Hotel, L.P.
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4288178 v.2 128707/00001
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.
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 11 /9/2006
Page 2 of 2
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will have no material effect on City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for Citv Manager's Office by: Dale Fisseler (6140)
Oriainatina Department Head: Tom Higgins (6192)
Additional Information Contact: Ardina Washington (8003)
Peter Vaky (7601)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 11/9/2006