HomeMy WebLinkAboutContract 34261CITY 3ECRETgqy
CONTRACT Np,
CONSENT TO ASSIGNMENT OF
FACILITIES AND MAINTENANCE AGREEMENT
(CITY SECRETARY CONTRACT NO. 23997)
This CONSENT TO ASSIGNMENT OF FACILITIES AND MAINTENANCE
AGREEMENT (CITY SECRETARY CONTRACT NO. 23997) ("Consent") is made and
entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal
corporation organized under the Iaws 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 7, 1997 the City and Assignor entered into that certain Facilities and
Maintenance Agreement, a public document on file in the City Secretary's Office as City Secretary
Contract No. 23997 (the "Agreement"). Under the Agreement, Owner (i) agreed to restore, in
accordance with the Secretary of Interior Standards for Historic Rehabilitation established by the
National Register of Historic Places for buildings listed on the National Register, the historic fagade
and interior of that property owned by Assignor generally known as the Blackstone Hotel and
currently operating as the Marriott Courtyard Hotel (the "Property"), (ii) agreed to convey a fagade
easement to a non-profit corporation prior to undertaking such work, and (iii) agreed, for itself and
any successors and assigns, to maintain the fagade of the Property, as restored.
B. In return for the improvements outlined in Recital A above, among other things, the City
agreed to pay Assignor certain sums based on City hotel occupancy tax revenues from the Property
or City incremental property taxes through January 31, 2008, as more specifically outlined in
Section 2.2 of the Agreement.
C. Assignor wishes to sell the Property to Assignee and to further assign the Agreement to
Assignee so that Assignee may receive the tax abatement benefits currently provided to Assignor.
D. Section 8 of the Agreement prohibits assignment of the Agreement to any other party
without the advance approval of the City Council.
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:
Consent to Assignment of CSC No. 23997
by Blackstone Hotel Partners, L.P. to RLJ Fort Worth Hotel, L.P.
Page 1 ��t „..�.� �w����D�
4280765 v.2 128707/00001
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.
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:
B B � I�
y Dale >+isseler [arty Hendrix
Assistant City Man er U City Secretary
Date:( r
APPROVED AS TO FORM AND LEGALITY:
By:_�
Peter Vaky
Assistant City Attorney
M&C: C-Zl532. 6-20-v6
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Consent to Assignment of CSC No. 23997
by Blackstone Hotel Partners, L.P. to RLJ Fort Worth Hotel, L.P.
Page 2
4280765v.2 128707/00001
BLACKSTONE HOTEL PARTNERS, L.P.,
a Louisiana limited partnership
By: HRI Blackstone Corporation
sole ge eral partner
By:
Name' Edward Boettner
Title" Vice —President
Date: August 16, 2006
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Consent to Assignment of CSC No. 23997
by Blackstone Hotel Partners, L.P. to RLJ Fort Worth Hotel, L.P.
Page 3
4280765v.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: 7q�
Name: -ti,s ,1. Wyy1cy- "' k
Title: 0 A9,1 , -n4-
Date:
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
Consent to Assignment of CSC No. 23997
by Blackstone Hotel Partners, L.P. to RLJ Fort Worth Hotel, L.P.
Page 4
4280765 v.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
.J
MY HAND AND SEAL OF OFFICE this �� day
, 2006.
Notary Public in and for the State of Texas
tMYNb'
HETTIE LANE
' MY COM
MISSION EXPIRES.
f
July 26, 2007 Iln
Consent to Assignment of CSC No. 23997
by Blackstone Hotel Partners, L.P. to RLJ Fort Worth Hotel, L.P.
Page 5
4280765v.2 128707/00001
STATE OF LOUI S IANA §
COUNTY/PARISH OF ORLEANS §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Louisiana , on this day personally appearedEdward Boettnerknown 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 ,2006.
Notary Public in and for the State of LOUI S IANA
MICHAEL L. MANCUSO
NOTARY PUBLIC
State of Louisiana, Bar Roll # 23203
My Commission is for irfe.
� 4q�
J , `
Consent to Assignment of CSC No. 23997
by Blackstone Hotel Partners, L.P. to RI.J Fort Worth Hotel, L.P.
Page 6
4280765v.2128707/000017
STATE OF U d f t(IIiC�
1�- §
COUNTY OF ON i §
BEFORE ME, a un a signed authority, a Notary Public in and for the State of
on this day personally appeared l&9L13,6Ajn%4known 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.
GIVXN UNDER MY HAND AND SEAL OF OFFICE this day
gt k , 2006. L
Notary Publi4 i% and for the tate of
TYGRESSAJONES
Notary Public
Prince George's Co., MD
My Comm. Expe, Feb. 13, 2010
Consent to Assignment of CSC No. 23997
by Blackstone Hotel Partners, L.P. to RLJ Fort Worth Hotel, L.P.
Page 7
4280765 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
Submitted for Citv Manaaer's Office bv:
Oriainatina 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