HomeMy WebLinkAboutContract 44750-SI1 . T.
RECEIVED
FEB 2 5 2019 CITY SECRETARY
CITY OF FORT WORTH �'ONJTRACT NO. q4-7 0- SI
CITY SECRETARY
February, 2019
Richard McCracken
Assistant City Attorney II
City of Fort Worth—City Attorney's Office
200 Texas Street
Fort Worth,TX 76102
Re: Sale of 2726 Mercedes Ave. by Elan West 7th, L.P. ("Elan") to AM INT W7th Owner, LLC ("AM
INT") (the "Sale")
Dear Richard,
In connection with the Sale, the City of Fort Worth (the "QAt "), Elan, and Chicago Title Company
("Chicago Title") agree as follows:
CITY DOCUMENTS TO BE EXECUTED AND DELIVERED INTO ESCROW:
On February 13, the day following City approval of the Consent to Assignment of Tax Abatement
Agreement, the City shall cause an original of the following documents (the "City Documents") to be
executed and delivered to Chicago Title to be held in escrow:
1. Release and Termination of License Agreement dated February`, 2019.
2. Release and Termination of Adopt-A-Park Agreement dated February A, 2019.
3. Letter from City to Zions Bancorporation, N.A. DBA Amegy Bank re: Termination of
Letter of Credit No. SBPTX301468 First Flight Park Adopt-A-Park Agreement, City
Secretary Contract No.47359 dated February 13, 2019.
4. No Default Letter — Storm Water Facility Maintenance Agreement (City Secretary
Contract No.46029)from City to AM INT dated January 23, 2019.
5. No Default Letter—Tax Abatement Agreement (City Secretary Contract No. 44750) from
City to AM INT dated February IoZ, 2019.
6. No Default Letter— License Agreement (City Secretary Contract No. 47367) from City to
AM INT dated February L�2019.
7. No Default Letter—Adopt-A-Park Agreement (City Secretary Contract No. 47359) from
City to AM INT dated February IZ, 2019.
8. Consent to Assignment of Tax Abatement Agreement Between the City of Fort Worth
and Elan West 7th, L.P. (City Secretary Contract No. 44750) by City in favor of AM INT
dated FebruarylL---,, 2019.
LFT.
UAL RECORD
LETTER RE:SALE OF 2726 MERCEDES AVE.BY ELAN TO AM INT SECRETARY
WORTH,TX
9. Consent to Assignment for Security Purposes of Tax Abatement Agreement Between
City of Fort Worth and,AM INT West 7th Owner,LLC(City Secretary Contract No.44750)
dated Februaryjj�-,2019.
10. Letter from Elan to.City re: Plane Sculpture dated Februaryal 2019(to be provided by
Elan).
Upon satisfaction of the requirements of this letter, the City Documents shall be released by
Chicago Title to.AM INT as to items 4, 5, 6, 7, 8, and 9,with a copy of each to counsel for Elan, and to
Elan as to items 1,2,and 3,with a copy of items 1 and 2 to counsel for AM.INT. Each of AM INT and Elan
shall deliver to Chicago Title under separate letter of instructions their signature pages to items 1,2,and
8 which,you are-authorized to attach to the City Documents delivered pursuant-to this letter. Elan shall
cause to be.de.livered to Chicago Title an executed copy of item 10, and AM INT shall cause to be
delivered signature pages to Chicago Title for item 9 which you are authorized to attach to the City
Documents delivered pursuant to this letter. Chicago Title shall deliver a copy of all the City Documents
toyou.on behalf of the City and shall record items Land 2.if closing occurs:and the$500,060:00 is wired
by.Chcago Title to the City pursuant to this letter. Item 3 shall be delivered to„Amegy Bank at such a
time ;as Chicago Title is prepared to wire $500,000.00 cash to an account designated. by the City
pursuant to the attached wiring instructions (the "Wiring Instructions") and the closing of the Sale has
occurred and funded: The City acknowledges that it is in receipt from Amegy.of a notice of non-renewal
With respect.to Letter of Credit No.SBPTX301468 (the."Letterof Credit") issued by Amegy and that the
Letter of Credit will expire on March 2,2019. The City Documents.shall be held in.escrow pursuant to
the terms of this letter and shall be distributed as provided herein if closing.occurs and the$500,000 is
wired by Chicago Title.to the City. All items shall be returned to the.City on or before March 31 if no
closing occurs unless extended by written agreement.
Please confirm your acceptance of these conditions set forth in this letter.
Sincerely,
ELAN
ELAN WEST'rH,L.P.,
a Delaware limited partnership
By: Elan West 7th General Partners GP,L.L.C.,a
Delaware limited liability company
Its:General Partner
By GS West 7th Holdings, L.L.C.,a
Delaware Hm'ted liability company
Its:Sole 1017bier
By ,�18191fI1I
% CROSS
Name:Cliff Nash C��•••aY'p�• /2 ,
Title:Vice President
LEITER RE:SALE OF 2726,MERCEDES AVE.By ELAN To AM INT
••.� OF
OFFICIAL RECOR® ••'3070;�:•'
CITY SECRETARY • 5-
ZCOTo�'��
FT. WORTH,TX
ESCROW AGENT:
CHICAvC TITLE INSURANCE COMPANY,
a Flo "d corporation
I
By: A.
Name: ikon G^
Title:
CITY OF FORT WORTH:
By:
Fernando Costa
Assistant City Manager
Date: 2 IliZI9
APPROVED AS TO FORM AND LEGALITY:
By:
Richard A. McCracken
Assistant City Attorney
OFFICIAL RECORD
CITY SECRETARY
LETTER RE:SALE OF 2726 MERCEDES AVE.BY ELAN TO AM INT FT. WORTH,TX
Wiring Instructions
Bank name:JP Morgan Chase
Account name: City of Fort Worth
Account No.: 1180121202
Wire ABA:021000021
ACH ABA: 111000614
LETTER RE:SALE OF 2726 MERCEDES AVE.By ELAN To AM INT
4816-1697-3191v.4
46194-88 2/11/2019