HomeMy WebLinkAboutContract 51120-EC1 CRY SECRETARY
S 112 0
CONTRACT N0.
GROUND LESSOR'S ESTOPPEL CERTIFICATE
Goldman Sachs Bank USA
200 West Street
New York,New York 10282
Attention: General Counsel
Re: Parking Garage Lease (the "Lease"), dated as of August 9, 2018, and more particularly
described in Exhibit B, currently by and between BW LANCASTER PARKING LLC, a
Delaware limited liability company ("Tenant"), and the CITY OF FORT WORTH, a
Texas municipal corporation ("Landlord"), and demising certain interests in real property
in Tarrant County, Texas
Ladies and Gentlemen:
You have advised us that GOLDMAN SACHS BANK USA, a New York State-Chartered Bank
(together with its successors and assigns including any subsequent holders of the Loan, the
"Lender"), has proposed to make a loan ("Loan") to Tenant. The Loan will be secured by,
among other things, the Tenant's leasehold estate ("Leasehold Estate") in the real property
described on Exhibit A hereto (the "Property"). The Loan will be secured by that certain first
priority fee and leasehold deed of trust (the "Security Instrument ") executed by Tenant, as
borrower for the benefit of Lender, encumbering the Leasehold Estate and the Improvements
located on the Premises demised under the Lease. Any capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Lease. For the purpose of providing
information to Lender and its successors and assigns, with the understanding that they will rely
upon the information provided herein, effective as of August 9, 2018, the undersigned Landlord
certifies, covenants, and agrees as follows:
1. Landlord is the fee owner of the Property and is the "City" and landlord under the
Lease, and there is no mortgage or deed of trust or other liens or encumbrances encumbering
Landlord's fee simple title to the Property.
2. A true and complete copy of the Lease and of all amendments, assignments, and
nondisturbance agreements, and subleases related thereto are attached hereto collectively as
Exhibit B, and, except as reflected in Exhibit B, the Lease has not been modified or amended in
any other respect.
3. The Lease is in full force and effect, and, to Landlord's knowledge, there is no
existing default under the Lease, and Landlord knows of no event which, with notice or the
passage of time or both, would constitute a default under the Lease.
4. All other agreements affecting to the Property, including, but not limited to (i) the
Bank Parking and Facilities Easement Agreement, as amended and restated; (ii) the Sublease
Agreement with Tarrant County College District, as assigned to Tenant; (iii) any tax incentive,
TIF, fee in lieu of tax, PILOT and similar agreements are in full force and effect, and, to
OFFICIAL RECORD
CITY SECRETARY
GROUND LESSOR'S ESTOPPEL CERTIFICATE-Page 1 FT.WORTH,TX
49125 835/250 Lancaster JX)
Landlord's knowledge, there is no existing default under any such agreements by any of the
parties thereto, and Landlord knows of no event which, with notice or the passage of time or
both, would constitute a default under any such agreements by any of the parties thereto.
5. There is no defense, offset, claim or counterclaim by or in favor of Landlord
against Tenant under the Lease.
6. There is no suit, action, proceeding or audit pending or, to the knowledge of
Landlord, threatened against or affecting Landlord or the Property under the Lease at law or in
equity or before or by any court, administrative agency, or other governmental authority which
brings into question that the validity of the Lease or which, if determined adversely against
Landlord, might result in any adverse change to the Leasehold Estate.
7. The only real property presently demised under the Lease is the Property, and, to
Landlord's knowledge, the only person or entity presently having an interest in the Leasehold
Estate as tenant under the Lease is Tenant.
8. The Lease commenced on August 9, 2018 and will expire pursuant to its terms on
August 8, 2117. The Lease contains no options to renew the term of the Lease.
9. Tenant has paid all Rent and charges arising and due and payable under the Lease
in the amount of Eighty-Three Thousand Twenty Eight Dollars and No/100 ($83,028.00) through
August 6, 2019. The City's payment in the amount of Five Thousand, One Hundred Dollars and
No/100 ($5,100.00) for its parking spaces under the Lease was deducted from the initial
payment. The next rent payment is due on August 9, 2019, in the amount of Eighty-Three
Thousand Twenty Eight Dollars and No/100 ($83,028.00).
10. Landlord maintains, in accordance with terms of Section 8.3.2 of the Lease,
casualty insurance covering the Property at full replacement cost and shall deliver to Lender,
upon demand, evidence of all such insurance, which evidence shall be reasonably acceptable to
Lender.
11. Landlord acknowledges that neither the execution nor delivery of the Security
Instrument, nor any modification thereof or assignment of the beneficial interests thereunder,
will be a default under the Lease. In addition, Landlord acknowledges Lender as a "Leasehold
Mortgagee" pursuant to Section 15.1 of the Lease and that, as such, Lender shall be entitled to all
of the protections and benefits afforded to a Leasehold Mortgagee pursuant to the terms of the
Lease, including, but not limited to, the various lender protections granted in Article 15 thereof.
Landlord acknowledges and agrees that no default or event of default under the Security
Instrument or any other document or instrument evidencing or securing the Loan will, in and of
itself, constitute a default or event of default under the Lease.
12. Landlord acknowledges that Lender has requested, and hereby agrees to send
(pursuant to and in accordance with Section 15.1 of the Lease), copies of all notices hereafter
given by the Landlord to Tenant, and Landlord will send such notices to:
GROUND LESSOR'S ESTOPPEL CERTIFICATE-Page 2
49125 835/250 Lancaster(TX)
Lender: Goldman Sachs Bank USA
200 West Street
New York, New York 10282
Attention: General Counsel
with copies to: Goldman Sachs Bank USA
200 West Street
New York, New York 10282
Attention: J. Theodore Borter
and Winstead PC
201 North Tryon Street
Suite 2000
Charlotte,North Carolina 28202
Attention: Brian S. Short, Esq.
or to such other address as Lender may hereafter specify by written notice to Landlord.
13. As set forth in Section 19.1 of the Lease, Tenant's right of first refusal relating to
the leased premises is and shall be subordinate to Lender's security interest in the Leasehold
Estate, and the exercise of any such right of first refusal will not operate to defeat, render invalid,
or extinguish Lender's lien on the Leasehold Estate. In addition, Landlord acknowledges and
agrees that Lender may exercise any and all rights of Tenant under the Lease and all rights of
Tenant under the Security Instrument and other loan documents evidencing the Loan that are
related to the Lease, including, but not limited to, any and all purchase option(s) to which the
Tenant is now or hereafter entitled under the Lease, including but not limited to those certain
rights of Tenant set forth in Section 19.1 thereof.
14. Landlord agrees that in the event of damage to the Improvements on the Property
due to casualty or condemnation, the casualty insurance proceeds or condemnation proceeds, as
the case may be, shall be applied in accordance with the terms of the Lease.
15. All Improvements required to be constructed under the provisions of the Lease
have been completed in accordance with the provisions of the Lease, and within the time periods
required under the Lease, except for the following, which as of the date hereof remain
outstanding: None.
GROUND LESSOR'S ESTOPPEL CERTIFICATE-Page 3
49125 835(250 Lancaster(TX)
16. This Ground Lessor's Estoppel Certificate ("Estoppel") may be executed in any
number of counterparts, each of which will for all purposes be deemed to be an original, and all
of which are identical.
17. This certification shall inure to the benefit of Lender, and its participants, and
their respective successors and assigns, and all parties claiming by, through or under them,
including any successor holder of the Loan now or hereafter held by Lender encumbering the
Leasehold Estate, and a copy of this Estoppel may be delivered to any such party.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGE FOLLOWS]
GROUND LESSOR'S ESTOPPEL CERTIFICATE-Page 4
49125 835/250 Lancaster(TX)
Dated to be effective as of the date set forth in the first paragraph hereof.
LANDLORD:
CITY OF FORT WORTH,
a Texas municipal corporation
By:
Name: Jesus J. Chapa vV
Title: Assistant City Manager
ADDITIONAL CITY OF FORT WORTH Contract Compliance Manager
REQUIRED SIGNATURES: By signing, I acknowledge that I am the person
responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
1 A
By:
R ger nables
Title: Assist irector, Prop. Mgmt.
APPROVED AS TO FORM AND
LEGALITY:
By:
Name: Jessic Sangsvan
Title: Seni r Assistant City Attorney
FORM 1295: SOF FONT ATTESTED BY:
* :z y:
N e: a ser
S Title: City Secretary
M&C #:
4
Date:
OFFICIAL RECORD
GROUND LESSOR'S ESTOPPEL CERTIFICATE-Signature Page CITY SECRETARY
49125-835/250 Lancaster(TX) FT,WORTH,TX
r
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY COVERED BY LEASE
Lot 34R, Block V, Daggett's Addition, an addition to the City of Fort Worth, Tarrant County,
Texas, according to plat thereof recorded in instrument No. D215031133, dated February 13,
2015, of the plat records of Tarrant County, Texas, which was conveyed to the City on May 8,
2018, according to a special warranty deed recorded as instrument No. D218099089 in the deed
records of Tarrant County, Texas.
EXHIBIT A,Legal Description of Property Covered by Lease-Solo Page
49125-835/250 Lancaster(TX)
EXHIBIT B
DESCRIPTION AND COPIES OF LEASE, AMENDMENTS,
ASSIGNMENTS, EASEMENTS,NONDISTURBANCE AGREEMENTS AND
SUBLEASES
1. Lease by and between BW LANCASTER PARKING LLC, a Delaware limited
liability company, and the CITY OF FORT WORTH, a Texas municipal corporation,
to be executed contemporaneously with this Ground Lessor's Estoppel Certificate.
2. The 171 Lease Termination and Assignment Agreement between Central City Local
Government Corporation, a local government corporation created by the City of Fort
Worth, Texas; Lancaster Corridor Redevelopment, LLC, a Texas limited liability
company; BW Lancaster Parking LLC, a Delaware limited liability company; the
City of Fort Worth, a Texas municipal corporation; and Tarrant County College
District executed contemporaneously with this Ground Lessor's Estoppel Certificate.
3. Central City Local Government Corporation, a Texas public nonprofit corporation,
and Pinnacle Bank, a Texas banking association, entered into a Bank Parking and
Facilities Easement Agreement, dated June 19, 2017, recorded as Instrument No.
D217144283 in the Official Public Records of Tarrant County, Texas, as amended by
that certain Amended and Restated Bank Parking and Facilities Easement Agreement,
recorded as Instrument No. D 218 1-7 4 7 31 in the Official Public Records of Tarrant
County, Texas between Lancaster Corridor Redevelopment, LLC, executed
contemporaneously with this Ground Lessor's Estoppel Certificate.
4. A 3 foot wide sanitary sewer easement along the West side of Lot 34R, Block V, as
shown by plat filed for record under Clerk's File No. D215031133, Deed Records of
Tarrant County, Texas, and shown on survey plat of Lot 34R, Block V, Daggett's
Addition dated June 1, 2018, last revised August q, 2018,prepared by John R.
Piburn, Jr., Registered Professional Land Surveyor No. 3689, Project No. 18035.
5. A portion of a 24 foot wide public access and utility easement along the South side of
Lot 34R, Block V, as shown by plat filed for record under Clerk's File No.
D215031133, Deed Records of Tarrant County, Texas, and shown on survey plat of
Lot 34R, Block V, Daggett's Addition dated June 1, 2018, last revised August,
2018, prepared by John R. Piburn, Jr., Registered Professional Land Surveyor No.
3689, Project No. 18035.
6. Notice(s) of any law, ordinance, permit, fees or governmental regulation (including
building and zoning) restricting, regulating, prohibiting or relating to the occupancy,
use, or enjoyment of the property, as noted and/or shown on plat filed for record
under Clerk's File No. D215031133, Deed Records of Tarrant County, Texas.
7. Interest in and to all coal, lignite, oil, gas, and other minerals, and all rights incident
thereto, contained in instrument dated December 31, 2012, recorded on December 31,
2012, under Clerk's File No. D212319948, Deed Records of Tarrant County, Texas,
which document contains the following language: "Grantor hereby waives the right of
EXHIBIT B,Description and Copies of Lease,Amendments,Assignments,
Nondisturbance Agreements and Subleases—Cover Page
49125-835/250 Lancaster(TX)
access, ingress and egress to, over and from the surface of the Property relating to the
portion of the mineral estate reserved by Grantor."
8. Easement for existing utilities reserved by City of Fort Worth Ordinance No. 21332-
07-2014, a certified copy of which is filed for record under Clerk's File No.
D214249160, Deed Records, Tarrant County, Texas, and shown on survey pl t of Lot
34R, Block V, Daggett's Addition dated June 1, 2018, last revised August , 2018,
prepared by John R. Piburn, Jr., Registered Professional Land Surveyor No. 3689,
Project No. 18035.
9. Interest in all oil, gas, and other minerals as reserved in deed filed for record under
Clerk's File No. D215034975 and refiled under D215035665, Deed Records of
Tarrant County, Texas, which document contains the following language: "Grantor
hereby waives any and all rights to conduct drilling, mining, exploratory and
producing operations on the surface of the Property or to construct houses, pits, tanks,
pipelines, compressors or similar structures thereon." Title to said mineral interest
has not been checked subsequent to the date of recording of the referenced
instrument.
10. Covenants, conditions and easements granted by PERMANENT ACCESS
EASEMENT filed for record under Clerk's File No. D215077579, Deed Records of
Tarrant County, Texas, and shown on survey plat of Lot 34R, Block V, Daggett's
Addition dated June 1, 2018, last revised August q_, 2018, prepared by John R.
Piburn, Jr., Registered Professional Land Surveyor No. 3689, Project No. 18035.
11. Covenants, conditions and easements granted by EXCLUSIVE VAULT EASEMENT
filed for record under Clerk's File No. D216188935, Deed Records of Tarrant County,
Texas, and shown on survey plat of Lot 34R, Block V, Daggett's Addition dated June
1, 2018, last revised August , 2018, prepared by John R. Piburn, Jr., Registered
Professional Land Surveyor No. 3689, Project No. 18035.
12. Covenants, conditions and easements granted by AMENDED AND RESTATED
BANK PARKING AND F_A_CIL.ITIES EASEMENT AGREEMENT filed for record
under Clerk's File No. D24 8 I-7� 731 , Deed Records of Tarrant County, Texas.
13. Terms, conditions, and stipulations contained in Parking Garage Lease Agreement
between CITY OF FORT WORTH, a Municipal Corporation, as Lessor, and BW
Lancaster Parking LLC, a Delaware limited liability company, as Lessee, a
Memorandum of which is filed for record under Clerk's File No. D218 11(0 13 3 ,
Deed Records of Tarrant County, Texas.
EXHIBIT B,Description and Copies of Lease,Amendments,Assignments,
Nondisturbance Agreements and Subleases—Cover Page
49125-835/250 Lancaster(TX)