The URL can be used to link to this page

Home My WebLink AboutContract 47367-RT1 5 2019 FE6 2 wo�jN CITY SECRETARY C1 C SC�ETARY CONTRACT N0._ ��3 b7' RT After Recording please return to: John Nolan,Esq. Winstead PC 2728 N.Harwood St. 500 Winstead Building Dallas,TX 75201 RELEASE AND TERMINATION OF LICENSE AGREEMENT STATE OF TEXAS § COUNTY OF TARRANT § WHEREAS, the CITY OF FORT WORTH (the "City"), a home rule municipality organized under the laws of the State of Texas, and ELAN WEST 7TH L.P. ("Elan"), a Delaware limited partnership, entered into that certain LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND ELAN WEST 7', L.P. FOR THE DEVELOPEMNT OF PARK IMPROVEMENTS IN FIRST FLIGHT AND LINWOOD — JESSIE D. SANDOVAL PARKS on file in the City Secretary's Office as City Secretary Contract No. 47367 (the "License Agreement")effective December 24,2015; and WHEREAS, under the License Agreement, Elan (defined as "Licensee" for purposes of the License Agreement) agreed to construct certain park improvements (the "Discretionary Improvements") on the Licensed Premises located at 2700 Mercedes Avenue, Fort Worth, TX ("First Flight") and 301 Wimberly Street, Fort Worth Texas ("Linwood—Jessie D. Sandoval"), the location and boundary of which are shown on Exhibit "A", as more specifically set forth in the License Agreement; and WHEREAS, in return, the City agreed to allow Elan to construct the Discretionary Improvements and other neighborhood enhancements on the City's property in lieu of certain park dedication fees as more specifically described in the License Agreement; and WHEREAS, Elan constructed the Discretionary Improvements and conveyed title to such Discretionary Improvements to the City pursuant to the terms of the License Agreement; and WHEREAS, the License Agreement has expired pursuant to its term in Section 2.1 of the License Agreement; and WHEREAS, Elan has agreed to convey property (the "Conveyance") adjacent to and in connection with the Discretionary Improvements, more particularly described in Exhibit "B" (the "Conveyance Property"), to AM INT WEST 7TH OWNER, LLC, a Delaware limited liability company ("AM INT WEST") (AM INT WEST, the City, and Elan are referred to collectively herein as the "Parties"); and RELEASE AND OFFICIAL RECO .° � A TERMINATION OF LICENSE AGREEMENT CITY SECRET'A� FT WORTH,T�` WHEREAS, the Parties wish to release and terminate the License Agreement (the "License Termination"), in connection with the Conveyance; and WHEREAS, the Parties have agreed to release and terminate (the "Park Agreement Termination") that certain ADOPT-A-PARK AGREEMENT FOR FIRST FLIGHT PARK, filed as City Secretary Contract Number 47359(the "Park Agreement"), and WHEREAS, AM INT WEST has agreed to pay the Early Termination Fee in the amount of FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS ($500,000.00) as defined in Section 11.03 of the Park Agreement to the City on behalf of Elan to effectuate the License Termination,the Park Agreement Termination, and the Conveyance; and WHEREAS, the City has agreed to release the Letter of Credit in the amount of FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS ($500,000.00) delivered by Elan as required by Section 11.04 of the Park Agreement upon delivery of the Early Termination Fee by AM INT WEST to the City, as those terms are defined in the Park Agreement; and NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,the Parties agree as follows: 1. The Recitals are true and correct and are incorporated herein by reference. 2. All capitalized terms used herein shall have the same meaning as set forth in the License Agreement and Park Agreement, as applicable. 3. AM INT WEST shall deliver the Early Termination Fee to the City (the "Early Termination Fee Delivery"), and the City shall release the Letter of Credit to Elan (the "Letter of Credit Release")upon the Early Termination Fee Delivery. 4. Upon the Letter of Credit Release by the City to Elan and the Early Termination Fee Delivery from AM INT WEST to the City, the License Agreement is hereby released and terminated and the Parties shall have no obligation one to the other, and this License Termination shall be effective upon confirmation by the City to Elan and AM INT WEST of the Early Termination Fee Delivery. (Signature Pages Continue.] RELEASE AND TERMINATION OF LICENSE AGREEMENT IN WITNESS WHEREOF,the undersigned have caused this Release and Termination of License Agreement to be executed in multiples as of the last date indicated below: -OFF T CITY OF FORT WORTH: ATTEST: By: w�./e By: :2 Fernando Costa Mary J. Ka '♦ Assistant City Manager City Secretary Date: Recommended by: Rich d Zavala,Director Park& Recreation Department APPROVED AS TO FORM AND LEGALITY: By: •��------ Richard A. McCracken Assistant City Attorney STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowled ed before e on the (--*P' of , 2019, b the City of Fort Worth, a municipal corporation organized under the laws of a State Texas, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth, that he was duly authorized to perform the same by appropriate resolution of the City Council of the City of Fort Worth and that he executed the sa a as the-ash of the City of Fort Worth for the purposes and consideration therein expr d and in a city therein stated. MARY J. KAYSER .1P Vg Notary c i nd f e State of Texas = Notary Public, state of Texas Comm. Expires 01-11-2021 Notary ID 3896065 (Signature Pages Continue.] OFFICIAL RECORD RELEASE AND TERMINATION OF LICENSE AGREEMENT CITY SECRETi4RY FL WORTH,TX ELAN: ELAN WEST 7TH,L.P., a Delaware limited partnership, By: Elan West 7th General Partner GP, L.L.C., a Delaware limited liability company, its General Partner By: GS West 7th Holdings, L.L.C., a a Delaware limited liability company its Sole Member By: Name: Cliff Nash Title: Vice President STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on the day of 12019, by Cliff Nash, the Vice President of GS West 7`h Holdings, L.L.C., a Delaware limited liability company, as Sole Member of Elan West 7`h General Partner GP, L.L.C., a Delaware limited liability company, as General Partner of Elan West 7`h, L.P., a Delaware limited partnership, on behalf of such limited partnership. Notary Public in and for the State of Texas RELEASE AND TERMINATION OF LICENSE AGREEMENT ELAN: ELAN WEST 7TH,L.P., a Delaware limited partnership, By: Elan West 7th General Partner GP, L.L.C., a Delaware limited liability company, its General Partner By: GS West 7th Holdings, L.L.C., a a Delaware limited liability company its Sole Member By: Name: as Title: Vice President STATE OF TEXAS § V%M5 § COUNTY OF T)� § This instrument was acknowledged before me on the W day of ✓-CAIr 1A , 201 9, by Cliff Nash, the Vice President of GS West 7th Holdings, L.L.C., a Delaware liability company, as Sole Member of Elan West 7th General Partner GP, L.L.C., a Delaware limited liability company, as General Partner of Elan West 7th, L.P., a Delaware limited partnership, on behalf of such limited partnership. Notary Public in and for the State of TexasIi �. PN CRps s Z � n :� • '.gip jF OF �q ' '•1307A\ RELEASE AND TERMINATION OF LICENSE AGREEMENT OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX �rt AM INT WEST: AM INT WEST 7TH OWNER, LLC, a Delaware limited liability company By: Mach II INT Investments, LLC, a Delaware limited liability company, its Sole Member By: INT Bee Cave Partners LP, a Texas limi d partnership its Administr ive Manager By: Name: L. igu1 cre Title: President STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on the day of -A , 2019, by L. Miguel Acre, the President of INT Bee Cave Partners LP, a Texas limited partnership, as Administrative Manager of Mach II INT Investments, LLC, a Delaware limited liability company, as Sole Member of AM INT WEST 7TH OWNER, LLC, a Delaware limited liability company, on behalf of such limited liability company. a y Public in and for the(!!� Texas F rAv�bao� JESSICAMOJICA NOTARY PUBLlC,STATE OF TEXAS MY COMM.EXP.12/15/2021FOF �P� NOTARY ID 13138321.5 OFFICIAL RECU i, RELEASE AND TERMINATION OF LICENSE AGREEMENT CITY SECRETARY FT. WORTH g`rx EXHIBIT A LICENSED PREMISES First Flitzht Park I F r� RELEASE AND TERMINATION OF LICENSE AGREEMENT AM INT WEST: AM INT WEST 7TH ONV vER,LLC, a Delaware limited liability company By: Mach II INT Investments, LLC, a Delaware limited liability company, its Sole Member By: INT Bee Cave Partners LP, a Texas limited partnership its Administrative Manager By: Name: L. Miguel Acre Title: President STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on the__day of , 2019, by L. Miguel Acre, the President of INT Bee Cave Partners LP, a Texas limited partnership, as Administrative Manager of Mach II INT Investments, LLC, a Delaware limited liability company, as Sole Member of AM INT WEST 7'H OWNER, .LLC, a Delaware limited liability company, on behalf of such limited liability company. Notary Public in and for the State of Texas RELEASE AND TERMINATION OF LICENSE AGREEMENT Linwood D. d• Park � F ka. Ar TV RELEASE AND TERMINATION OF LICENSE AGREEMENT J R •I � t � t t EXHIBIT B Conveyance Property Being Lot 1R, Block 17R of Linwood Addition, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat recorded under Clerk's File No(s). D214020464, Plat Records, Tarrant County, Texas. RELEASE AND TERMINATION OF LICENSE AGREEMENT EXHIBIT B Conveyance Property Being Lot 1R, Block 17R of Linwood Addition, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat recorded under Clerk's File No(s). D214020464, Plat Records, Tarrant County, Texas. RELEASE AND TERMINATION OF LICENSE AGREEMENT