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Home My WebLink AboutContract 47359-RT1 2p19 CITY SECRETARY CONTRACT N0. 47359 -IST I C\.�pV40CR�1P�`( After Recording please return to: John Nolan,Esq. Winstead PC 2728 N.Harwood St. 500 Winstead Building Dallas,TX 75201 RELEASE AND TERMINATION OF ADOPT-A-PARK-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 ADOPT-A-PARK AGREEMENT FOR FIRST FLIGHT PARK on file in the City Secretary's Office as City Secretary Contract No.47359 (the "Park Agreement") on March 16, 2016 which is referred to in two separate memoranda filed of record as Document No. D216175987 and Document No. D216175989 in the Real Property Records of Tarrant County(collectively,the "Park Memoranda");and WHEREAS, under the Park Agreement, Elan (defined as "Adopter" for purposes of the Park Agreement) agreed to provide Services including but not limited to maintenance, irrigation, and landscaping for First Flight Park (the "Park"), located at 2700 Mercedes Avenue, Fort Worth, TX as depicted in Exhibit "A",as further described in the Park Agreement; and WHEREAS, in return,the City agreed to allow Elan to construct certain improvements and other neighborhood enhancements related to the Park and Services as more specifically set forth in the Park Agreement; and WHEREAS, Elan has agreed to convey property (the "Conveyance") adjacent to the Park, 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 WHEREAS, the Parties wish to release and terminate the Park Agreement (the "Park Agreement Termination") in connection with the Conveyance; and WHEREAS, the Parties have agreed to release and terminate (the "License Termination") that certain LICENSE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND ELAN WEST 7TH, L. P. FOR THE DEVELOPMENT OF PARK IMPROVEMENTS IN FIRST FLIGHT AND LINWOOD—JESSIE D. SANDOVAL PARKS, filed as City Secretary Contract Number 47367 (the "License Agreement"); and RELEASE AND TERMINATION OF ADOPT-A-PARK AGREEMENT UITY SECRETARY r WHEREAS, AM INT WEST has agreed to pay the Early Termination Fee to the City in the amount of FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS ($500,000.00) as defined in Section 11.03 of the Park Agreement on behalf of Elan to effectuate the Park Agreement Termination, the License 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; 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 Park Agreement and License Agreement, as applicable. 3. AM INT WEST shall deliver the Early Termination Fee to the City by transfer of immediately available United States funds for deposit in the City of Fort Worth's account in accordance with the wiring instructions provided by City to AM INT WEST (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 Park Agreement is hereby released and terminated and the Parties shall have no obligation one to the other, and this Park Agreement Termination shall be effective upon confirmation by the City to Elan and AM INT WEST of the Early Termination Fee Delivery. 5. Upon execution of the Park Termination, the Memoranda are hereby released, and this instrument shall serve as a formal release of the Memoranda. [Signature Pages Continue.] RELEASE AND TERMINATION OF ADOPT-A-PARK AGREEMENT IN WITNESS WHEREOF,the undersigned have caused this Release and Termination of Adopt-A-Park Agreement to be executed in multiples as of the last date indicated below: CITY OF FORT WORTH: ATTEST: yL �OFFORT�o- By: Gs L41 By: Fernando Costa Mary J. Ka U Assistant City Manager City Secretary ! Date: Z�i 2Z/9 Recommended by: Ric and Zavala, Director Par &Recreation Department APPROVED AS TO FORM AND LEGALITY: By:_ Richard A. McCracken Assistant City Attorney STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on the ,AT v-%.day of —*k"� Lel , 2019, by & )_k the the City of Fort Worth, a municipal corporation organized under the laws of Re 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 same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the apac ty therein stated. MARY J. KAYSER :�lP_PY PUm/ii Notary Public, state of Texas Notary Publ1 • for the State of Texas ="9;.... +� Comm. Expires 01-11.2021 Notary ID 3896066 (Signature Pages Continue.] RELEASE AND TERMINATION OF ADOPT-A-PARK AGREEMENT OFFICIAL RECORD CITY SECRETARY FT 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 , 2019, by Cliff Nash, the Vice President of GS West 7th Holdings, L.L.C., a Delaware limited 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 Texas RELEASE AND TERMINATION OF ADOPT-A-PARK 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 tuber By:_ Name: Cliff Nash Title: Vice President STATE OF TEXAS § COUNTY OF Ta4"L1' § ++ This instrument was acknowledged before me on the la day of �P.�Ot v0. 2019, by Cliff Nash, the Vice President of GS West 7tn Holdings, L.L.C., a Delaware limited 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 Texas ♦o♦`imia0ie�` ®® PN GROS i `s�i s •• �. r .O ob. e ••1307x;.1'• ,��ilii♦♦ OFFICIAL RECORD RELEASE AND TF,RMTNAT1ON OF ADOPT-A-PARK AGREEMENT CITY SECRETARY FT. WORTH,TX .i 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 limited p nership its Administrativ anager By: Name: L. Migifel A r Title: President STATE OF TEXAS § COUNTY OF TARRANT § --t-L This instrument was acknowledged before me on the J 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 7TH OWNER, LLC, a Delaware limited liability company, on behalf of such limited liability company. No a Public in and fora tate of Texas �o�e�YP�a�c JESSICA MOJICA f NOTARY PUBLIC,STATE OF TEXAS s, ti MY COMM,EXP.12/15/2021 q NOTARY 0 13138321.5 OFFICIAL.RECORD CITY SECRETARY RELEASE AND TERMINATION OF ADOPT-A-PARK AGREEMENT FT. WORTH TX Park Depiction F RELEASE AND f R w - w TERMINATIONOF D•• AM INT WEST: AM INT WEST 7TH O\N ITER,LLC, a Delaware limited liability company By: Mach II INT Investments,LLC, a Delaware limited lial)ility 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 7TH OWNER, LI_,C, 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 ADOPT-A-PARK 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 ADOPT-A-PARK AGREEMENT