HomeMy WebLinkAboutContract 47447 CITY SECRETARY
p . CONTRACT NO.
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SETTLEMENT AGREEMENT
Effective August 8, 2000, the Fort Worth Independent School District ("FWISD") and the
City of Fort Worth (the "City") (collectively the "Parties") enter into this Settlement Agreement
(the "Agreement").
WHEREAS, on or about December 23, 1936, the City Council of the City passed
Ordinance No. 1933;
WHEREAS, on or about December 30, 1936, the City Council of the City passed
Ordinance No. 1935;
WHEREAS, on or about December 31, 1936, the Board of Education of FWISD passed a
resolution approving the terms set forth in Ordinance Nos. 1933 and 1935;
WHEREAS, on or about January 7, 1937, Southwestern Bell Telephone Company
("SWBT") filed Acceptances of Ordinance No. 1933 and the FWISD Resolution;
WHEREAS, the FWISD contends that the foregoing instruments evidence the terms and
conditions of a 1936 agreement between and among FWISD, the City, and SWBT to settle
certain ad valorem tax disputes and related litigation (see generally City of Fort Worth v.
Southwestern Bell Tel. Co. 80 F.2d 972 (5`h Cir: 1936));
WHEREAS, on or about September 1, 1992, the City enacted Ordinance No. 11163,
accepted by SWBT, which (among other things) excluded FWISD from further participation in
the revenues derived by the City under Ordinance No. 1933 and shared under Ordinance No.
1935;
WHEREAS, on October 31, 1994, FWISD commenced an action against the City and
SWB, styled Fort Worth Independent School District v. The City of Fort Worth et. al., Cause No.
348-156227-94, in the 348"' District Court of Tarrant County, Texas (the "Lawsuit"), asserting
OFFICIAL RECORD
CITY SECRETARY
FT.NORTH,TX
several causes of action against the City and SWBT arising out of what FWISD contends was the
1936 settlement agreement described in the previous paragraphs;
WHEREAS, the trial court granted the City and SWBT a summary judgment on
FWISD's causes of action against them;
WHEREAS, the Fort Worth Court of Appeals affirmed the summary judgment in favor
of SWBT and the City;
WHEREAS, the Texas Supreme Court granted FWISD's petition for review and, on May
11, 2000, affirmed the summary judgment in part and reversed it in part, and remanded a portion
of the case to the trial court for further proceedings (see generally Fort Worth Indep. Sch. Dist. v.
City of Fort Worth, 22 S.W.3d 831 (Tex. 2000));
WHEREAS, on August 24, 2000, the Texas Supreme Court denied motions for rehearing
filed by the City and SWBT;
WHEREAS, as a result of the Texas Supreme Court's ruling, FWISD's sole remaining
cause of action against the City was for the alleged underpayments under Ordinance No. 1935
for the period from 1966 to 1992 (the "Underpayment Claim");
WHEREAS, on August 8, 2000, Gary J. Manny, President of the Board of FWISD,
Kenneth Barr, Mayor of the City, and their respective counsel of record executed a Compromise
and Settlement, which outlined the terms and conditions upon which the Parties agreed to settle
the Lawsuit;
WHEREAS, paragraph one of the Compromise and Settlement provided as follows:
Both Parties agree to recommend at a duly scheduled
meeting of their respective governing boards a settlement as set out
herein. The parties contemplate the preparation of further
documents hereto as a part of the performance of this Agreement.
The terms, conditions, and representations herein will control the
terms, conditions, and representations of further documents.
SETTLEMENT AGREEMENT
448423_1 Page 2
WHEREAS, on August 8, 2000, the Board of Education of FWISD voted to approve a
settlement of the Lawsuit upon the terms and conditions set forth in the Compromise and
Settlement;
WHEREAS, on August 15, 2000, the City Council of the City voted to approve a
settlement of the Lawsuit upon the terms and conditions set forth in the Compromise and
Settlement;
NOW, THEREFORE, in exchange for good and valuable consideration, the receipt and
sufficiency of which the Parties hereby acknowledge, the Parties agree as follows:
1. Payment: The City shall pay FWISD the sum of Five Million, Five Hundred
Thousand Dollars ($5,500,000),payable as follows:
a. $ 1 ,100,000 on or about February 27, 2001.
b. $1,100,000 on or about October 1, 2001.
c. $1,100,000 on or about October 1, 2002.
d. $1,100,000 on or about October 1, 2003.
e. $1,100,000 on or about October 1, 2004.
2. Release of Reverter: Concurrently with the execution of this Agreement, the
City shall execute a Release of Reverter, in the form attached hereto as Exhibit A, regarding that
17 acres, plus or minus, located at the corner of Foch Street and Lancaster Avenue in the City of
Fort Worth, Texas, just east of Farrington Field, and more fully described as Exhibit B hereto
and made a part hereof for all purposes (hereafter the "Property"). The City will retain a 50%
net profits interest in the Property, as defined in that agreement.
3. Mutual Release: FWISD and its respective Trustees, officials, employees,
agents, attorneys, predecessors, successors, assigns and representatives (collectively referred to
SETTLEMENT AGREEMENT
448423_1 Pasc3
hereafter as the "FWISD Parties") hereby acquit, discharge, and release the City and its
respective officials, employees, agents, attorneys, predecessors, successors, assigns and
representatives (collectively referred to hereafter as the "City Parties") from any and all claims or
causes of action that FWISD asserted or could have asserted against the City in the Lawsuit
and/or any claims or causes of action, whether known or unknown, foreseen or unforeseen,
arising now or in the future under or in connection with Ordinance No, 1933, Ordinance No.
1935, Ordinance No. 11136, the FWISD Resolution, or SWBT's Acceptances of Ordinance No.
1933 and/or the FWISD Resolution. Notwithstanding the first sentence of this paragraph,
excepted from the scope of this release are any claims arising under or in connection with this
Agreement.
The City hereby acquits, discharges, and releases the FWISD Parties from any and all
claims or causes of action that the City asserted or could have asserted against FWISD in the
Lawsuit and/or any claims or causes of action, whether known or unknown, foreseen or
unforeseen, arising now or in the future under or in connection with Ordinance No, 1933,
Ordinance No. 1935, Ordinance No. 11136, the FWISD Resolution, or SWBT's Acceptances of
Ordinance No. 1933 and/or the FWISD Resolution. Notwithstanding the first sentence of this
paragraph, excepted from the scope of this release are any claims arising under or in connection
with this Agreement.
The terms and conditions of these mutual releases apply solely to the FWISD Parties and
the City Parties. FWISD expressly reserves the claims or causes of action that it is asserting
against SWBT in the Lawsuit as well as any other claims or causes of action that it may have
against SWBT that arises under or in connection with Ordinance No. 1933, Ordinance No. 1935,
the FWISD Resolution, or SWBT's Acceptances of Ordinance No. 1933 and/or the FWISD
SETTLEMENT AGREEMENT
448423_1 Pape 4
Resolution. Nothing in this paragraph 3 shall be construed as any waiver of such claims or
causes of action.
4. Dismissal of FWISD's Claims Against the City: Upon the execution of this
Agreement, FWISD shall file an agreed order of dismissal, in the form attached hereto as Exhibit
C, and otherwise cause the dismissal, with prejudice, of its claims against the City in the
Lawsuit, each party to bear its own costs.
5. Representations and Warranties: The parties hereby make the following
representations and warranties, upon which the Party to whom the representation and warranty
was made has relied in entering into this Agreement:
(a). No Assignment or Transfer. Each Party warrants and represents that as
of the Effective Date, and as of the date of its execution of this Agreement, that it has not
assigned or transferred all or any portion of the debts, damages, claims, liabilities,
obligations, and causes of actions being acquitted, discharged, or released under
paragraph 3 of this Agreement(the "Released Claims") to any person or entity.
(b). Authority to be Bound: Each Party to this Agreement warrants and
represents that each of the signatories to this Agreement is fully authorized by the
respective governing bodies of the Parties to bind the Parties to this Agreement.
(c). Legal Authority to Release or Discharge Possibility of Reverter: The
City warrants and represents that it has the authority to make the release of reverter in
the Property described more fully in paragraph 2, supra, and in Exhibits A and B to this
Agreement.
(d). Other Representations and Warranties: Each Party to this Agreement
warrants and represents that it has read and understood this Agreement and has entered
SETTLEMENT AGREEMENT
448423_1 Page i
into this Agreement of its own free will and accord after full opportunity to investigate
the facts and law applicable to this Agreement and the transactions and disputes leading
up to the execution of this Agreement and in accordance with his or its own judgment and
upon advice of its own legal counsel, and states that it has not been induced to enter into
this Agreement by any statement, act, or representation of any kind or character on the
part of anyone except as expressly set forth in this Agreement.
6. Indemnity: In the event that SWBT makes a claim against the City for breach of
the 1936 Settlement Agreement alleged by FWISD and referred to in the Texas Supreme Court's
opinion or indemnity based on the facts on which FWISD could, after the Texas State Court's
ruling, recover in the lawsuit, FWISD will reimburse the City for its reasonable and necessary
attorney's fees and expenses incurred in defending such claim,provided, however, that FWISD
does not otherwise indemnify or in any way assure the City for any claim made by SWBT
against the City. The City and FWISD recognize and acknowledge that the Texas Supreme Court
has ruled against FWISD's claim that the City had a payment obligation to FWISD under
Ordinance No. 1935 after September, 1992 and against FWISD's claims that the City failed to
monitor SWBTs payments to FWISD under Ordinance No. 1933. The Parties further recognize
and acknowledge that the City previously resolved its claims against SWBT for SWBTs alleged
underpayments under Ordinance No. 1933.
7. Cooperation: The Parties agree to cooperate with each other in effectuating the
terms and intent of this agreement
8. Entire Agreement: This Agreement contains the entire agreement between or
among the parties and supersedes any and all prior oral or written representations, statements,
understandings, arrangements, or agreements between or among the parties. Neither this
SETTLEMENT AGREEMENT
448423_1 Page 6
Agreement nor any term or condition of this Agreement may be altered, modified, amended, or
waived except by a written agreement signed by the parties.
9. Interpretation: This Agreement was the product of arms-length negotiation
between sophisticated parties represented by counsel. Accordingly, the parties agree that the rule
that a contract shall be construed against the party who drafted it or selected its language shall
have no application to the construction, interpretation, or enforcement of this Agreement and it
shall be performable in Tarrant County, Texas.
10. Execution: This Agreement maybe executed in multiple counterparts.
11. Governing Law: Texas law shall govern the validity, construction, performance,
and enforcement of this Agreement.
Executed by the Fort Worth Independent School District on this o9/ J day of
2001.
FORT WORTH Dr DEPENDENT SCHOOL DISTRICT
By: Gary Manny, President, Fort Worth Indepeadent
School District Board of Education
Executed by the City of Fort Worth on this day of t4 r 12001.
CITY OF FORT WORTH
y: rity
kson, City Manager,
of Fort Worth, Texas
SETTLEMENT AGREEMENT
448423_1 Pagel
APPROVED AS TO FORM AND LEGALITY:
By: David Yett, City A ey for
the City of Fort W
SETTLEMENT
448423_1 Page 8
EXHIBIT"A"
RELEASE OF POSSIBILITY OF REVERTER/
PAYMENT OF PROCEEDS
STATE OF TEXAS §
§ KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF TARRANT §
This Release of Possibility of Reverter and Agreement Concerning Payment of Proceeds
("Agreement") is entered into as of-FnbFm#y11jL 2001, between the CITY OF FORT WORTH,
TEXAS, a Texas municipal corporation ("City") and the FORT WORTH INDEPENDENT
SCHOOL DISTRICT, a political subdivision of the State of Texas("FWISD").
RECITALS
A. The City transferred by Warranty Deed dated December 1, 1937 ("Deed") to
FWISD certain real property consisting of an approximately 17.02-acre tract of land located at the
southwest comer of the intersection of Lancaster Avenue and Foch Street, in the City of Fort Worth,
Tarrant County, Texas ("Property"), which Property is fully described in the Deed and in Exhibit
"A" attached to and made a part of this Agreement. The Deed was recorded on December 29,
1937,in Volume 1348, Page [232] of the Deed Records of Tarrant County,Texas.
B. As part of the Deed, the City reserved to itself, as grantor, the possibility of reverter
of title to the Property upon the occurrence of certain conditions set forth in numbered Paragraphs 1
and 2 of the Deed(collectively,the"Possibility of Reverter").
C. The City and FWISD are parties to a certain lawsuit entitled Fort Worth Independent
School District v. City of Fort Worth, Texas, and Southwestern Bell Telephone Company, Cause
No. 348-156227-94, pending in the 348th District Court of Tarrant County, Texas ("Suit"). The
City and FWISD have now agreed to settle the Suit, and have entered into a certain Settlement
Agreement dated as of the same date as this Agreement ("Settlement Agreement") to set forth the
terms and conditions of the settlement.
D. As part of the Settlement Agreement, the City has agreed to release and transfer to
FWISD all of the City's right, title, and interest in and to the Possibility of Reverter with regard to
the Property upon the terms set forth in this Agreement. In consideration of the City's release and
transfer, FWISD has agreed to pay to the City an amount equal to a portion of the proceeds from a
disposition of all or any part of the Property upon the terms set forth in this Agreement.
426313_8
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AGREEMENT
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) cash and other
good and valuable consideration, the receipt and sufficiency of which are hereby mutually
acknowledged,the City and FWISD agree as follows:
1. Release and Transfer. The City has RELEASED and DISCHARGED and by
these presents does forever RELEASE and DISCHARGE the Possibility of Reverter set forth in
numbered Paragraphs 1 and 2 of the Deed, and has GRANTED and CONVEYED and by these
presents does hereby GRANT and CONVEY to FWISD all of the City's right, title, and interest
in and to the Property that it may have under the Possibility of Reverter. This release and
conveyance is made subject to all claims, liens, easements, restrictions, covenants, mineral and
royalty interests, and any other matter of whatsoever nature, if any, affecting the Property. TO
HAVE AND HOLD the Possibility of Reverter, together with all and singular the rights and
appurtenances thereunto belonging, unto FWISD, and its successors and assigns forever, and the
City binds itself and its successor and assigns to WARRANT and FOREVER DEFEND, all and
singular the Possibility of Reverter unto FWISD and its successors and assigns against every
person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or
under the City, but not otherwise, and further subject to the terms of this Agreement.
2. City's Share. In consideration of the City's release and transfer of the Possibility
of Reverter, FWISD hereby promises to pay to the City an amount equal to fifty percent (50%)
of the Net Proceeds from each Disposition of all or any part of the Property ("City's Share").
For purposes of this Agreement,these terms have the following meanings:
(a) "Disposition" means with regard to all or any part of the Property: (i) any sale,
transfer, or conveyance; (ii)any Subject Lease; (iii) any condemnation, taking in eminent
domain, or conveyance in lieu of condemnation, other than one in which the City or any
of its political subdivisions is the condemning party; (iv)the foreclosure of any mortgage,
deed of trust, or similar encumbrance (or any conveyance in lieu of foreclosure of all or
any part of the Property), in any case in which all or any part of the Property was given as
security for the repayment of any indebtedness of FWISD; or (v) any of the following
events that gives rise to the recovery of damages or other compensation from any third
party in favor of FWISD: (A) any loss, damage, or injury; (B) any defect or impairment
of title; (C) any event resulting in a recovery under property damage insurance; or (D)
any loss of or restriction on use, operation, or occupancy that results in a diminution in
value.
(b) "Proceeds" means gross proceeds of any form or nature from a Disposition of all
or part of the Property, including without limitation: (i) cash and non-cash consideration
(including any purchase-money note or other debt instrument) from any sale, transfer, or
conveyance; (ii) rental payments from any Subject Lease; (iii) the entire award or
compensation payable in connection with a condemnation,a taking in eminent domain, or
a conveyance in lieu of condemnation, other than one in which the City or any of its
political subdivisions is the condemning party; (iv) in the event of a foreclosure or a
conveyance in lieu of foreclosure, the greater of(A) an amount equal to the original loan
426313_8
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proceeds from the financing by FWISD as borrower, or (B) the Fair Market Value
(defined below) of the Property; and (v) the recovery of any damages or other
compensation by FWISD from any third party with respect to all or any part of the
Property (net of reasonable attorneys' fees and reasonable costs of collection) because of
(A) any loss, damage, or injury; (B) any defect or impairment of title; (C) any recovery
under property damage insurance; or (D) any loss of or restriction on use, operation, or
occupancy that results in a diminution in value.
(c) "Net Proceeds" means the Proceeds from a Disposition less (i) title insurance
premiums, escrow and recording fees, and other reasonable and customary closing costs
that are customarily paid by the seller (or borrower, as the case may be) of commercial
real property in Tarrant County, Texas, to the extent actually paid by FWISD; (ii) a
reasonable and customary brokerage commission, to the extent actually paid by FWISD
upon the closing of a Disposition; and (iii) the costs of any improvements to the Property
made after the date of this Agreement or the Fair Market Value of such improvements on
the date of Disposition, whichever is less. No other costs, expenses, or obligations may
be assessed against Proceeds to arrive at the determination of the City's Share of Net
Proceeds.
(d) "Subject Lease" means any lease other than (i) a lease with a term of five (5)
years or less, including all renewals, extensions, and leases to any affiliate of the lessee;
and other than (ii) a lease with a term of ten (10) years or less — including all renewals,
extensions, and leases to any affiliate of the lessee — whose sole purpose is for parking
space at public events.
3. Payment of City's Share. FWISD shall give the City at least sixty (60) days advance
notice of the intended closing date or effective date of a Disposition, and shall include in such notice
an estimate of the Net Proceeds and the City's Share that will result from that Disposition. Within
five (5) days of receiving all or any portion of the Net Proceeds, FWISD shall pay the City's Share
to the City in cash by wire transfer of immediately available federal funds, and shall deliver to the
City a closing statement or other accounting evidence showing the actual Net Proceeds from the
Disposition.
4. Prohibition on Certain Dispositions.
(a) FWISD is prohibited from making any Disposition of all or any part of the Property
for charitable purposes (as defined by the Internal Revenue Code) or for less than the Fair
Market Value of the Property unless it has first obtained the express written consent of the
City Manager of the City to such proposed Disposition.
(b) FWISD is prohibited from pledging or encumbering all or any portion of the
Property as security for any indebtedness of 550,000 or more unless it has first sent written
notice to the City Manager of the City of such proposed pledge or encumbrance.
5. Term of FWISD's Obligation.
426313_8
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(a) FWISD is required to pay the City's Share to the City with respect to each
Disposition of all or any part of the Property for so long as FWISD holds any right, title, or
interest in or to all or any part of the Property. This obligation will remain in effect until the
twenty-fust(21") anniversary of the death of the last descendant of Queen Elizabeth II, the
queen of the United Kingdom,who is living as of the date of this Agreement.
(b) During the term of this Agreement, FWISD will be entitled to pay the City's Share
as determined by an appraisal of the Property to ascertain its Fair Market Value (defined
below) even if a Disposition is not pending (such an event, an "Appraisal in Lieu of
Disposition'). If FWISD elects to pursue an Appraisal in Lieu of Disposition, FWISD shall
notify the City and pay the City's Share of the Property's Fair Market Value in the same
manner set forth in Section 3 above.
"Fair Market Value" will be determined as follows: Following FWISD's notice of its
election of an Appraisal in Lieu of Disposition, FWISD and the City shall each promptly
select a Qualified Appraiser (defined below). Within 30 days after both appraisers are
selected, FWISD's Qualified Appraiser and the City's Qualified Appraiser must submit to
each other in writing each of their determinations of the fair market value of the Property
and must use good faith diligent efforts to agree to the fair market value of the Property. If
the Qualified Appraisers selected by FWISD and the City agree as to the fair market value
of the Property, their determination will constitute the Fair Market Value and will bind
FWISD and the City. If the Qualified Appraisers selected by FWISD and the City cannot
agree on the fair market value of the Property within 30 days after both are selected, then
such appraisers must promptly select a third Qualified Appraiser (the "Third Appraiser').
Within 15 days after being selected, the Third Appraiser must perform an appraisal of the
Property, without being informed of the results of the appraisals previously obtained by
FWISD and the City. The Fair Market Value will be either (i)(A) the fair market value of
the Property as determined by FWISD's Qualified Appraiser,or(B)the fair market value of
the Property as determined by the City's Qualified Appraiser, based upon which of such
determinations is closer to the results of the appraisal performed by the Third Appraiser; or
(ii) if the result of the Third Appraiser's appraisal is the average of FWISD's and the City's
appraisals,then the Fair Market Value will be an amount equal to such average. Each party
must pay the fees and expenses of its own appraiser, and the parties must share evenly the
fees and expenses of the Third Appraiser.
"Qualified Appraiser" means a reputable real estate appraiser who (i) is a member of the
American Institute of Real Estate Appraisers, or a successor body exercising similar
functions; and(ii) has no direct or indirect financial or other interest in either FWISD or the
City or any of their affiliates.
6. City's Rights Upon Non-Payment. If FWISD does not pay the City's Share if, as,
and when it becomes due,then any unpaid amount will bear interest at the statutory rate set forth for
the collection of post judgment interest (currently contained in Chapter 304 of the Texas Finance
Code) per annum until paid, and the City will be entitled to collect all costs and expenses it incurs
(including court costs and reasonable attorneys' fees) in enforcing FWISD's obligation and
collecting the unpaid amount.
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7. Representations and Warranties.
(a) The City represents and warrants to FWISD that this Agreement has been duly
authorized, executed, and delivered by the City; is the legal, valid, and binding
obligation of the City; and does not violate any agreement or law to which the City is a
party or is subject.
(b) FWISD represents and warrants to the City as follows;
(i) This Agreement has been duly authorized, executed, and delivered by FWISD;
is the legal, valid, and binding obligation of FWISD; and does not violate any
agreement or law to which FWISD is a party or is subject.
(ii) There currently are no (and, at the time of any Disposition, there will be no)
deed-of-trust or mortgage liens, judgment liens, environmental liens,
mechanics' or materialmen's liens, liens for delinquent real property taxes or
assessments,or any other monetary liens encumbering the Property that must be
paid or satisfied prior to payment of the City's Share.
8. No Partnership or Joint Venture. Nothing in this Agreement may be deemed to
have created a partnership or joint venture between the City and FWISD.
9. Cancellation or Modification. This Agreement-may be modified or cancelled in
whole or in part only by a written instrument executed and approved by the City and FWISD.
10. Performance. Time is of the essence in this Agreement.
11. Severability. If any provision in this Agreement is found to be invalid, illegal, or
unenforceable, the remaining provisions must be construed insofar as possible to be valid, legal,
and enforceable.
12. Notices. Any notice to a party must be in writing. Notices must either be
delivered to the party in person or be sent by certified mail, return receipt requested, or by
overnight courier service, to the last address of the party shown in the records of the party
sending the notice. Notices are effective when deposited into the custody of the U.S. Postal
Service or an overnight courier service.
13. Captions. The captions preceding the text of each section are included only for
convenience of reference and must be disregarded in construing and interpreting this Agreement.
14. Successors and Assigns. This Agreement binds and inures to the benefit of the
parties, their successors-in-interest,and their assigns.
426313_8
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15. Rule of Construction. Each party and its counsel have reviewed and revised this
Agreement. The parties agree that the rule of construction that any ambiguities are to be
resolved against the drafting party must not be employed to interpret this Agreement.
EXECUTED as of the date set forth above.
Approved as to form and CITY OF FORT WORTH,TEXAS,
legality: a Texas municipal corporation
By: lluttf By: Z--
David L. Yett,CiYkomey Gary J ity Manager
FORT WORTH INDEPENDENT SCHOOL
DISTRICT,a political subdivision of the
State of Texas
By:'�� '1-0� P—'
Gary Manny, resident,FoA—Worth
Independent School District Board
of Education
OFFICIAL RECORD
CITY SECRETARY
4263!3 8
6 FT. WORTH, TX
STATE OF TEXAS §
COUNTY OF TARRANT § n
This instrument was acknowledged before me on the 01day of � el� , 2001, by
Gary Jackson, the City Manager of the City of Fort Worth, Texas, a Texas municipal
corporation.
Notary Public, State of Texas
c
PATSY COX
[Seal] �_'` �*� NOTARY PUBLIC
State of Texas
Comm Exp 12-18-2004 Printed Name of Notary
My Commission Expires: .�2
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on the day of4a�zlly—,
2001, by Gary Manny, the President of the Board of Education of the Fort Worth Independent
School District, a political subdivision of the State of Texas.
Notary Public tate of Texas
[SEAL] /
Printed Name &Notary
o'= `'`:. t�aoixwRpaf� My Commission Expires:
=.°:�`'° �Y Pubik,Slab olTexaB
426313_8
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EXHIBIT "A"
Legal Description of Property
All that certain 17.02 acre tract of land, more or less, out of a 137.94 acre tract of land, deeded to
the City of Fort Worth by K. M. Van Zandt Land Company, by deed dated February 28, 1936,
recorded in Volume 1281, Page 499, Deed Records of Tarrant County, Texas, and being out of
the J.M.C. Lynch and the J.P. Montgomery Surveys to the City of Fort Worth, Tarrant County,
Texas; said 17.02 acre tract of land, more or less, being fully described as follows:
BEGINNING at the Northeast corner of a 19 acre tract conveyed by the City of Fort
Worth to Fort Worth Independent School District in deed, dated December 1, 1937, lying
immediately west of, abutting and adjoining the 17.02 acre tract of land herein conveyed; said
beginning point being in the South line of West Lancaster Avenue, 33 feet east of, and 90 feet
south of the Southwest comer of Lot 15, Block 18, Van Zandt Park Addition to the City of Fort
Worth, Tarrant County, Texas; THENCE East parallel to and 90 feet south of the south lines of
Blocks 18 and 17, Van Zandt's Park Addition, and following the South line of West Lancaster
Avenue, a distance of 777 feet to an iron pin, which is the intersection point of the south line of
West Lancaster Avenue with the East line of Lot 11, Block 17 Van Zandt's Park Addition,
projected south across West Lancaster Avenue to its South boundary line; THENCE South 490
feet to an iron pin;THENCE East 60 feet to an iron pin; THENCE South approximately 253 feet,
to a point in the north right-of-way line of the St. Louis, S. F. & T. Railway Company's spur
track, as same now stands on the ground; THENCE in a Southwesterly direction along the
northerly right-of-way line of said spur track approximately 886 feet to the Southeast corner of
said 19 acre tract deeded by the City of Fort Worth to Fort Worth Independent School District by
deed dated December 1, 1937, hereinabove mentioned; THENCE North along the east boundary
line of said 19 acre tract referred to, about 1059 feet to the place of beginning, containing 17.02
acres of land, more or less.
4263138
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EXHIBIT"B"
Legal Description of Property
All that certain 17.02 acre tract of land, more or less, out of a 137.94 acre tract of land, deeded to the City
of Fort Worth by K.M. Van Zandt Land Company, by deed dated February 28, 1936, recorded in Volume
1281, Page 499, Deed Records of Tarrant County,Texas,and being out of the J.M.C. Lynch and the J.P.
Montgomery Surveys to the City of Fort Worth, Tarrant County,Texas; said 17.02 acre tract of land,
more or less, being fully described as follows:
BEGINNING at the Northeast corner of a 19 acre tract conveyed by the City of Fort Worth to
Fort Worth Independent School District in deed, dated December 1, 1937, lying immediately west of,
abutting and adjoining the 17.02 acre tract of land herein conveyed; said beginning point being in the
South line of West Lancaster Avenue, 33 feet east of, and 90 feet south of the Southwest corner of Lot 15,
Block 18, Van Zandt Park Addition to the City of Fort Worth, Tarrant County, Texas; THENCE East
parallel to and 90 feet south of the south lines of Blocks 18 and 17, Van Zandt's Park Addition, and
following the South line of West Lancaster Avenue, a distance of 777 feet to an iron pin, which is the
intersection point of the south line of West Lancaster Avenue with the East line of Lot 11, Block 17 Van
Zandt's Park Addition, projected south across West Lancaster Avenue to its South boundary line;
THENCE South 490 feet to an iron pin; THENCE East 60 feet to an iron pin; THENCE South
approximately 253 feet, to a point in the north right-of-way line of the St. Louis, S. F. & T. Railway
Company's spur track, as same now stands on the ground; THENCE in a Southwesterly direction along
the northerly right-of-way line of said spur track approximately 886 feet to the Southeast comer of said 19
acre tract deeded by the City of Fort Worth to Fort Worth Independent School District by deed dated
December 1, 1937, hereinabove mentioned; THENCE North along the east boundary line of said 19 acre
tract referred to, about 1059 feet to the place of beginning, containing 17.02 acres of land, more or less.
448266_1
CAUSE NO. 348-156227-94
FORT WORTH INDEPENDENT § IN THE DISTRICT COURT OF
SCHOOL DISTRICT, §
Plaintiff, §
V. § TARRANT COUNTY, TEXAS
CITY OF FORT WORTH, TEXAS §
and SOUTHWESTERN BELL §
TELEPHONE COMPANY, §
Defendants. § 348TH JUDICIAL DISTRICT
AGREED ORDER OF DISMISSAL WITH PREJUDICE
On this date came on to be considered this Agreed Order of Dismissal with prejudice
regarding the claims of Plaintiff, Fort Worth Independent School District ("FWISD"), filed
against Defendant, the City of Fort Worth, Texas (the "City"). The parties announced to the
Court that all matters with respect to such claims have been fully compromised and settled. The
FWISD's claims against Southwestern Bell Telephone Company ("SWBT") remain pending
before the Court.
IT IS THEREFORE ORDERED, ADJUDGED AND DECREED that all claims brought
in this action by the FWISD against the City are hereby dismissed with prejudice to the right to
refile same. This dismissal does not affect FWISD's claims against SWBT which remain
pending before the Court.
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the FWISD and the
City shall bear their own expenses, costs of Court, and attorney's fees incurred in this matter.
EXHIBIT
P
a
AGREED ORDER OF DISMISSAL.WITH PREJUDICE - Page 1
433939_1
All other relief not expressly granted herein is denied.
Signed this day of $ 2001.
DANA WOMACK, DISTRICT JUDGE
KELLY, HART&HALLMAN,P.C. SUSMAN GODFREY L.L.P.
201 Main Street, Suite 2500 901 Main Street, Suite 4100
Fort Worth,Texas 76102 Dallas, Texas 75202
Telephone: (817) 332-2500 Telephone: (817) 754-1900
Telecopier: (817)878-9280 Telecopier: (817) 754-1933
By: By:
Dee J. Kelly, Jr. Terrell W. Oxford
State Bar No. 11217250 State Bar No.
ATTORNEY FOR DEFENDANT ATTORNEY FOR PLAINTIFF
THE CITY OF FORT WORTH FORT WORTH INDEPENDENT SCHOOL
DISTRICT
AGREED ORDER OF DISMISSAL WTI'R PREJUDICE - Page 2
433939_1
City of Fort Worth, Texas
4valor And Council Communication
DATE REFERENCE NUMBER LOG NAME PAGE
4/3/01 G-13198 I 12FWISD 1 of 2
SUBJECT AUTHORIZE FINAL SETTLEMENT AGREEMENT IN LITIGATION STYLED FORT
WORTH INDEPENDENT SCHOOL DISTRICT V. CITY OF FORT WORTH AND
SOUTHWESTERN BELL TELEPHONE COMPANY, CAUSE NO. 348-156227-94, AND
ADOPT RELATED APPROPRIATION ORDINANCE
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute a final Settlement Agreement in the above referenced
lawsuit; and
2. Adopt the attached supplemental appropriation ordinance increasing appropriations in the Insurance
Fund in the amount of $1,200,000 and decreasing the unreserved, undesignated fund balance by
the same amount to pay the first annual installment payment of $1.1 million to the Fort Worth I.S.D.
under the Settlement Agreement and to pay attorneys fees, costs and expenses in the case, which
are estimated to be $100,000.
DISCUSSION:
The City of Fort Worth adopted two ordinances in December 1936 (Ordinance Nos. 1933 and 1935),
the terms of which were approved and accepted by the Fort Worth I.S.D. (FWISD) and Southwestern
Bell Telephone Company (SWBT), and which had the effect of settling certain ad valorem tax disputes
and related litigation involving taxation of SWBT facilities in the City. The ordinances provided for the
assessment and collection of specified payments from SWBT and provided for the sharing of those
revenues between the City and FWISD.
In September 1992, the City adopted Ordinance No. 11163 which (among other things) excluded
FWISD from further participation in the revenues derived by the City under the 1936 ordinances.
On October 31, 1994, FWISD sued the City and Southwestern Bell in the 348th District Court, Tarrant
County, asserting several causes of action based on the 1936 revenue sharing arrangement. The trial
court granted a summary judgment in favor of the City and SWBT, which was affirmed by the Court of
Appeals. FWISD appealed to the Texas Supreme Court, which affirmed the summary judgment in part
and reversed in part, remanding a portion of the case back to the trial court for further proceedings. As
a result of the Supreme Court's ruling, the sole remaining issue between the City and FWISD was
FWISD's claim of underpayments under Ordinance No. 1935 for the period from 1966 to 1992.
The City and FWISD agreed to mediate their dispute and a mediation session was held on August 3,
2000. As a result of the mediation, on August 8, 2000, a Compromise and Settlement was executed
which outlined the terms and conditions upon which the City and FWISD agreed to settle the case, and
this action was ratified by the FWISD Board on August 8, 2000, and the City Council on August 15,
2000. Subsequent discussions have centered on fleshing out the terms of the final settlement, and
principally have concerned the clauses involved with the release of the reverter interest described
below.
City of Fort Worth, Texas
41jayor and iiaancil COMI"911"trwation
DATE REFERENCE NUMBER LOG NAME PAGE
4/3/01 G-13198 12FWISD 2 of 2
SUBJECT AUTHORIZE FINAL SETTLEMENT AGREEMENT IN LITIGATION STYLED FORT
WORTH INDEPENDENT SCHOOL DISTRICT V. CITY OF FORT WORTH AND
SOUTHWESTERN BELL TELEPHONE COMPANY, CAUSE NO. 348-156227-94, AND
ADOPT RELATED APPROPRIATION ORDINANCE
The attached Settlement Agreement incorporates the final terms of settlement between the City and
FWISD in the litigation. The Settlement Agreement can be summarized as follows:
• The City will pay FWISD $5.5 million (in equal annual installments of $1.1 million) over the next
five years; and
• The City will release its reversionary interest in the approximately 17 acre tract of land located
east of Farrington Field, in return for a 50% interest in the net proceeds of disposition of the
property, as defined in the Settlement Agreement; and
• The City and FWISD will release all claims against each other in the litigation, as specified in the
Settlement Agreement.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that upon adoption of the attached supplemental appropriation ordinance,
funds will be available for this agreement in the current operating budget, as appropriated, of the
Insurance Fund. Upon approval of the above recommendations, the unreserved, undesignated fund
balance of the Insurance Fund will be $5,575,205.
CB:k
Submitted for City Manager's FUND I ACCOUNT CENTER AMOUNT CITY SECRETARY
Office by: (to)
FE71 534050 0157120 $1,100,000.00
Charles Boswell 8511 FE71 534060 0157120 $ 100,000.00
Originating Department Head:
David Yett 7606 (from)
FE71 534050 0157120 $1,100,000.00
Additional Information Contact: FE71 534060 0157120 $ 100,000.00
David Yett 7606