HomeMy WebLinkAboutContract 32389 CITY SECRETARY
OBI ll'RACT CVO.
CONSENT TO ASSIGNMENT OF
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
(CITY SECRETARY CONTRACT NO. 31475)
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
31475 ("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 10, 2005 the City and BCM/CHI Worthington, Inc. entered into that certain
Economic Development Program Agreement on file in the City Secretary's Office as City Secretary
Contract No. 31475 (the"Agreement"). The Agreement was subsequently amended by that certain
Amendment No. 1 to Economic Development Program 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 (i)
agreed to construct certain improvements to the Hotel located at 200 Main Street in the City (the
"Hotel Property"),which is currently operating as the Renaissance Worthington; (ii) committed to
make certain expenditures in the construction of improvements to the Hotel and to maintain certain
employment levels on the Hotel Property; (iii) committed that the Hotel will maintain a Mobil
Travel Guide rating of three (3) or more stars throughout the Term; and (iv) committed to operate
and market the Hotel Property under a First Tier Flag brand name throughout the Term, all as
provided by and in accordance with the Agreement. In return,the City agreed to pay Owner certain
Program Grants as authorized by Chapter 380 of the Texas Local Government Code and outlined in
the Agreement.
B. Section 10 of the Agreement specifically allows Owner to assign the Agreement to a non-
Affiliate party conditioned on (i) the prior approval of the assignee and a finding by the City
Council that the assignee is financially capable of completing the improvements to the Hotel
anticipated by the Agreement 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 desires to
assign the Agreement to DRH so that DRH, and not Owner, may receive all Program benefits
currently promised to Owner. 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:
Consent to Assignment of CSC No.31475
by BCIVUCHI Worthington Owner,L.P.to DRH Worthington Owner Limited Partnership CRY RUMMY
J�o ir�'n�UC1�UC9 �G �
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 of
this Consent, "Affiliate" shall mean (i) any entity in which a majority of the ownership consists
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. As part of the City Council's authorization for execution of this Consent, the City
Council has made a finding that DRH is financially capable of completing the improvements to
the Hotel anticipated by the Agreement.
3. 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.
4. DRH understands and agrees that no act or omission of Owner, whether before or after
the Effective Date, will serve to mitigate (i) any Event of Default set forth in Section 6.2 of the
Agreement; (ii) any failure to meet any or all of the numerical commitments for construction
spending on improvements to the Hotel anticipated by the Agreement and for employment on the
Hotel Property, as set forth in Sections 4.2.1, 4.2.2, 4.3.1, 4.3.2 of the Agreement; (iii) any
failure of the Hotel to maintain a Mobil Travel Guide rating of at least three(3) stars, as required
by Section 4.5 of the Agreement; or (iv) any failure for the Hotel to be operated and marketed
under a First Tier Flag brand name, as required by Section 4.7 of the Agreement.
5. Notwithstanding the foregoing, the City hereby certifies to Owner and DRH that as of the
date of execution of this Consent by the City:
5.1. The Agreement is in full force and effect and, other than Amendment No. 1, has
not been modified, supplemented or amended in any way.
5.2. 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.
5.3. 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.
5.4. 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.
Consent to Assignment of CSC No.31475 r��'�;J�'�4t� �iv� U
,. n G�o t o .
by BCM/CHI Worthington Owner,L.P.to DRH Worthington Owner Limited Partnership U��ti� '��ECI�\Re
5.5. Pursuant to the EDPA, the Phase I Improvements have been completed and fully
paid for, and at least $6,700,000 in Redevelopment Costs were expended in
connection therewith.
5.6. As of the date hereof, no Program Grants have been awarded under the
Agreement.
6. The City acknowledges that Owner, DRH, Wachovia Bank, National Association and
their respective successors and assigns may rely on the provisions of Section 5 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.
7. 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:----Z� By: .
Dale Fisseler V Marty Hendrix
Assistant City M ager City Secretary
Date: _
APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky
Assistant City Attorney
M&C: C-208!�l 7-19—OE
Consent to Assignment of CSC No.31475
ME°by BCTvVCM Worthington Owner,L.P.to DRH Worthington Owner Limited Partnership �q
ilo
BCM/CHI WORTHINGTON OWNER, L.P.:
By: BCM/CHI Worthington SPC, Inc. Delaware
corporation and O is sole gen r 1 er:
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:
Consent to Assignment of CSC No.31475
by BCM/CHI Worthington Owner,L.P.to DRH Worthington Owner Limited Partnership
BCIVI/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.
Title, YeC�
Date:
Consent to Assignment of CSC No.31475
by BCM/CHI Worthington Owner,L.P.to DRH Worthington Owner Limited Partnership