HomeMy WebLinkAboutContract 35675 • CITY SECRETARY
CONTRACT NO.
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (the "Contract") is made by and between the City of Fort
Worth, Texas, a Texas home rule municipal corporation, hereafter referred to as "Seller", and BLG
Northside Development, L.P., hereafter referred to as "Buyer", upon the terms, provisions and conditions
set forth herein. This Contract is made pursuant to the requirements of Section 12.6 of that certain Lease
Agreement and Option to Purchase (City Secretary Contract No. 33411) (the "Lease Agreement"), attached
hereto at Exhibit "A" and incorporated herein by reference. The "Effective Date" of this Contract shall be
the date on which both Buyer and Seller have executed this Contract.
1. PURCHASE AND SALE. Seller agrees to sell and convey to Buyer and Buyer agrees to buy from
Seller that certain property situated in Tarrant County, Texas being defined as the "Premises" within the
Lease Agreement, together with improvements and fixtures located thereon, and all and singular the rights
and appurtenances pertaining to the property. Seller, however, reserves and retains unto itself, its
successors and assigns, an undivided one hundred percent (100 %) interest in and to all of the oil, gas,
and other minerals not previously conveyed or reserved of record, in and under, and that may be
produced from the Property; provided, however,that Seller and Seller's successors and assigns shall have
no right of ingress and egress or right to enter upon and use the surface of the Property for any purpose,
including exploring for, developing, drilling for, producing, transporting, mining, treating, or storing the
oil, gas, and other minerals in, under, and that may be produced from the Property except as is allowed
pursuant to that certain Surface Interest Site Joint Venture Agreement by and between Seller and Buyer.
All of the above shall be hereinafter referred to as the "Property". The Property is located entirely within
Tax Increment Reinvestment Zone Number Nine, City of Fort Worth, Texas (the "TIF"), a reinvestment
zone designated by Seller's City Council pursuant to Ordinance No. 15797, as amended by Ordinance No.
16808-2-2006, as authorized by and in accordance with Chapter 311 of the Texas Tax Code. Seller has
indicted its desire to have the Property redeveloped under that certain project plan adopted by the TIF's
board of directors and approved by Seller's City Council pursuant to Ordinance No. 16768-01-2006.
Accordingly, the sale of the Property by Seller to Buyer, as provided in this Contract, is authorized by
Section 272.001(b)(6)of the Texas Local Government Code.
2. CONTRACT PURCHASE PRICE. The purchase price for the Property is One Million Nine
Hundred Six Thousand Four Hundred Eighty-Six and 60/100 Dollars ($1,906,486.60) (the "Purchase
Price"). The price to be paid by Buyer shall be equal to the Purchase Price minus those credits allowed
pursuant to the Lease Agreement, including, but not limited to the credits identified in Sections 12.2 of the
Lease Agreement(the "Net Purchase Price"). The parties agree that the Net Purchase Price for the Property
is One Million Two Thousand Seventy Dollars and 04/100 Dollars ($1,002,070.04) payable in cash at
Closing. Buyer acknowledges that Buyer has received a credit against the Purchase Price in the amount of
$800,000.00, said sum to be borrowed by Buyer pursuant to the Brownfields Cleanup Revolving Loan
Funds Agreement ("BCRLF Agreement"), by and between Buyer and Seller (City Secretary Contract No.
35260). Buyer agrees that if any portion of the $800,000.00 is not borrowed by Buyer within the one (1)
year period established by the BCRLF Agreement, Buyer shall pay Seller the unborrowed portion of the
$800,000.00 within sixty (60) days of the expiration of such one (1) year period. Buyer and Seller agree
that if said payment is not made by Buyer, the Community Facilities Agreement ("CFA") will be withheld
until same is made.
3. SURVEY AND TITLE BINDER.
A. Buyer will cause to be delivered a copy of the existing survey (the "Survey") of the
Property, which is attached to the Lease Agreement at Exhibit 1.1,to Buyer and to Rattikin Title Company
(the"Title Company"). _
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B. Seller will deliver or caused to be delivered to Buyer, at Seller's expense: (1) A title
commitment (the "Title Binder") covering the Property binding the Title Company to issue a Texas
Owner's Policy of Title Insurance on the standard form of policy prescribed by the Texas State Board of
Insurance at the Closing in the amount of the Purchase Price; and (2) True, correct, and legible copies of
any and all instruments referred to in the Title Binder as constituting exceptions or restrictions upon the title
of Seller.
4. APPROVAL PERIOD AND TITLE.
A. Buyer shall have fourteen(14)days after the receipt of the Title Binder to review same (the
"Title Review Period") and to deliver in writing to Seller such objections as Buyer may have to anything
contained therein. Any such item to which Buyer shall not object shall be deemed to be accepted by Buyer
("Permitted Exceptions"). If there are objections by Buyer, Seller shall in good faith attempt to satisfy
same prior to Closing, but Seller shall not be required to incur any cost to do so. If title objections are
disclosed, Seller shall have ten (10) days to cure same. If Seller delivers written notice to Buyer on or
before the Closing Date that Seller is unable to satisfy such objections, or if, for any reason, Seller is unable
to convey title in accordance with Section 5B below, Buyer may either waive such objections and accept
such title as Seller is able to convey or terminate this Contract by written notice to Seller. Liens for current
taxes (not yet due and payable) shall not be a valid objection to title. Additionally, the standard printed
exceptions(as opposed to those exceptions that are specific as to the Property) in Schedule B and all matters
appearing on Schedule C of the Title Binder shall not constitute Permitted Exceptions.
B. Seller represents and warrants to Buyer that at the Closing, Seller will have and will convey
to Buyer good and marketable title by Special Warranty Deed to the Property, free and clear of all liens and
encumbrances, and subject only to taxes for the current year (not yet due and payable), and any other
reservations, easements, discrepancies in boundaries, encroachments, restrictions or exceptions previously
approved by Buyer in accordance with Paragraph 4A above as Permitted Exceptions.
5. CLOSING.
A. The Closing of the sale (the "Closing") shall be within ninety days after full execution of
this Purchase Agreement, or such other date as the parties mutually agree(the"Closing Date").
B. At the Closing, Seller shall deliver to Buyer: (i) a Special Warranty Deed conveying the
Property, free and clear of all liens and encumbrances and subject only to taxes for the current year(not yet
due and payable) and any other reservations, or exceptions previously approved by Buyer in accordance
with Paragraph 4A as Permitted Exceptions; (ii) an Owner's Policy of Title Insurance (the "Title Policy")
issued by Title Company in the amount of the Purchase Price, dated as of Closing, insuring Buyer's title to
the real estate comprising the Property, to be good and marketable subject only to those title exceptions
permitted herein, or as may be approved by Buyer in writing, and the standard printed exceptions contained
in the usual form of the Title Policy, provided, however: (a)the exception as to area and boundaries shall be
deleted (except as to shortages in area) if Buyer pays for the deletion of same; (b) the exception for
restrictive covenants shall be endorsed "None of Record", or, if of record, restrictive covenants shall be
referenced by appropriate recording information; and (c) the exception as to taxes shall be limited to taxes
for the current year, and subsequent years, and subsequent assessments for prior years due to changes in
land usage or ownership; (iii) possession of the Property; and (iv) a Certification of Non-Foreign status
setting forth Seller's U.S. Taxpayer I.D. Number and stating Seller is not a "foreign person" within the
meaning of Section 1445 of the Internal Revenue Code of 1986, as amended.
C. At the Closing, Buyer shall deliver to Seller the Net Purchase Price as set forth in
Paragraph 2.
D. Prorations. Any real estate taxes or assessments applicable to the Property (other than
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rollback taxes), and any income or rents from the Property, for the year in which the Closing occurs shall
be prorated as of the date of the Closing.
D. Seller shall be solely responsible for the cost of the title commitment, title policy (except
that any expenses associated with the deletion of the survey exception shall be the expense of Buyer),
recording costs for the deed, one-half(1/2) of the escrow fees charged by the Title Company, any and all
rollback taxes and penalties thereon, if applicable, including without limitation those resulting from
agricultural exemptions preceding the Closing Date, the cost of releasing any liens affecting the Property
and removing or modifying any exceptions to title for which it receives objections from Buyer, and
Seller's attorney's fees. Buyer shall be responsible for the cost of the recording fees for any loan
documents, and one-half(1/2) of the escrow fees charged by the Title Company, all costs associated with
any financing, and its attorneys' fees.
6. REPRESENTATIONS,WARRANTIES,COVENANTS.
A. Buyer and Seller represent and warrant the following as of the Effective Date and as of the
Closing Date:
i. This Contract is valid and binding,enforceable in accordance with its terms;
ii. The execution and delivery of this Contract, the consummation of the transactions
herein contemplated, and the compliance with the terms of this Contract will not conflict
with, or, with or without notice or the passage of time, or both, result in a breach of any of,
the terms or provisions of or constitute a default under any agreement or instrument to
which either Buyer or Seller is a party or by which Buyer, Seller or the Property are bound.
iii. Seller has the full right, power and authority to sell and convey the Property to
Buyer as provided in this Contract and to carry out Seller's obligations hereunder and
Buyer has the full right, power and authority to purchase all of the Property from Seller as
provided in this Contract and to carry out Buyer's obligations hereunder;
iv. The joinder of no person or entity other than Seller will be necessary to convey all
interest in the Property fully and completely to Buyer at Closing;
V. No consent, approval, or authorization of or designation, declaration or filing with
any governmental authority or other person or entity is required in connection with the
execution or delivery of this Contract or the consummation of the transactions
contemplated hereby that has not already been obtained; and
vi. There are no federal tax liens on file against Seller or the Property and Seller has
no actual knowledge of any assessments or threatened assessments with respect to such
taxes, nor are there any bankruptcy proceedings or similar insolvency proceedings pending
or threatened against Seller.
vii. The environmental warranties, indemnities, agreements, and obligations of Buyer
and Seller contained within Article IX of the Lease Agreement are hereby restated and will
survive Closing.
viii. That Seller, via that certain correspondence dated July 24, 2007 from Mr. Anton
Marek, the authorized representative for Cytec Industries, Inc. ("Cytec")to Mr. Michael A.
Gagne, Assistant Director of Environmental Management for the City of Fort Worth, which
is attached hereto as Exhibit "B" and incorporated herein by reference, has obtained
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Cytec's approval under the terms of the Continuing Agreement between Cytec Industries
Inc. and the City of Fort Worth, Texas also known as City Secretary Contract No. 27252
relative to the construction of that certain Site Development Plan approved by the City
Council,and made available to Cytec prior to its issuance of the approval letter.
B. The representations, warranties, covenants, and agreements of the Seller and Buyer set
forth in this Paragraph 6 shall be continuing and shall survive the Closing.
7. CASUALTY LOSS. If, prior to Closing, any part of the Property is damaged or destroyed by fire
or other casualty loss, Buyer may: (1)terminate this Contract by providing the Seller written notice; (2) or
accept the property in such condition and be entitled to receive any insurance proceeds actually received by
Seller as a result of such casualty; if Buyer does not provide Seller with said written notice within fifteen
(15)days of notice of said casualty loss,Buyer's right to so terminate shall be deemed null and void.
8. DEFAULT. If Buyer fails to comply herewith, Seller's sole remedy is to terminate this Contract.
If Seller is unable without fault to deliver the Title Policy or to make any casualty repairs required herein
within the time herein specified, Buyer may either terminate this Contract or extend the time up to thirty
(30) days. If Seller fails to comply herewith for any other reason, Buyer may seek any remedy available at
law or equity, including the enforcement of specific performance of this Contract.
9. CONDEMNATION. If any part of the Property is condemned prior to Closing, Seller shall
promptly give Buyer written notice of such condemnation and Buyer shall have the option of either applying
the proceeds to reduce the Net Purchase Price provided herein or declare this Contract terminated by
delivering written notice of termination to Seller.
10. ATTORNEY'S FEES. Any signatory to this Contract who is the prevailing party in any legal
proceeding against any other signatory brought under or with relation to this Contract or transaction shall be
additionally entitled to recover court costs and reasonable attorney's fees and all other litigation expenses,
including deposition costs,travel,and expert witness fees, from the non-prevailing party.
11. NOTICES. Any notice or communication required or permitted hereunder may be hand
delivered or mailed, and shall be deemed delivered only when actually received by hand delivery or on the
date mailed if mailed through the United States mail, postage fully prepaid, registered or certified mail, and
addressed to the intended recipient at the address hereinbelow stated. A copy of any notice or
communication shall also be delivered to counsel for the recipient, if counsel is identified by the Contract.
Any address for notice may be changed by written notice delivered as provided herein.
SELLER: BUYER:
City of Fort Worth, Texas BLG Northside Development, L.P.
1000 Throckmorton St. 301 NE 6`h Street
Fort Worth,Texas 76102 Fort Worth,Texas 76106
12. INTERLOCAL AGREEMENT. The parties hereto do hereby acknowledge the existence of that
one certain Interlocal Cooperation Agreement (the "Interlocal Agreement") by and between Seller and
Tarrant County (the "County") for the use of a portion of the Premises, which Interlocal Agreement is on
file in the City Secretary's Office as City Secretary Contract No. 28745. Seller will use its best efforts to
have the Interlocal Agreement terminated with County; likewise, Buyer will use its best efforts to enter into
a new agreement with the County with regard to parking.
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13. INFRASTRUCTURE. Buyer agrees to dedicate a real property easement to Seller containing
the number of square feet necessary for the infrastructure required by the City Council approved
development plan and implemented by the applicable CFA.
14. INTEGRATION. This Contract and the attached exhibits contain the complete agreement
between the parties and cannot be varied except by the written agreement of the parties.
15. BINDING EFFECT. This Contract shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, executors, representatives, successors and assigns where permitted by this
Contract.
16. TEXAS LAW TO APPLY. This Contract shall be construed under and in accordance with the
laws of the State of Texas, and all obligations of the parties created hereunder are performable in Tarrant
County,Texas.
17. LEGAL CONSTRUCTION. In case any one or more of the provisions contained in this Contract
shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision hereof and this Contract shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained herein.
18. TIME. Time is of the essence. If the date of performance or any deadline in this Contract occurs
on a date which is a weekend or holiday, then the date of performance or deadline shall automatically be
extended to the next date which is not a weekend or holiday.
19. SURVIVAL OF CLOSING. Any representations and warranties contained in this Contract
shall be true and correct on the date of Closing, and any representations, warranties, covenants and
agreements contained herein, whether to be performed before or after the time of Closing, shall not be
deemed to be merged into or waived by the instruments of Closing, but shall expressly survive Closing and
shall be binding upon the party obligated thereby.
20. AUTHORITY. Each person executing this Contract warrants and represents that he is fully
authorized to do so.
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1897390
+ EXECUTED by Seller on this the I(—day of ,2007.
Attested By: SELLER:
City of Fort Worth, Texas, a Texas home rule
municipal corporation
Marty He drip:
1
City Secretary
C �OL By:
Contract Authori.aatioa Name: _JAB AV,
^ Title: 1'15615RQt.Lrj-
Date
APPROVED AS TO FORM AND LEGALITY:
By:
Printed Name:
Title:
EXECUTED by Buyer on this �% "` day of 2007.
BUYER:
BLG Northside Development,L.P.
By: BLG Northside Properties,LLC,
its general partner
By:
Carl W.Bell,President
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189739v6
EXHIBIT"A"
LEASE AGREEMENT AND OPTION TO PURCHASE
CITY SECRETARY
CONTRACT NO.
LEASE AGREEMENT AND OPTION TO PURCHASE
between
THE CnY OF FORT WORTH,as Landlord
and
BLG NORTHSIDE DEVELOPMENT,LP,as Tenant
Dated as ofNovember 1,2005
LEASE AGREEMENT AND OPTION TO PURCHASE
THIS LEASE AGREEMENT(the"Lease")is made and entered into as of the I'day of November,
2005, by and between THE CITY OF FORT WORTH,a home rule municipal corporation organized under
the laws of the State of Texas (the "Landlord") and BLG NORTHSIDE DEVELOPMENT, LP, a Texas
limited partnership(the"Tenant").
WITNESSETH:
In consideration of the mutual covenants and agreements contained herein, Landlord and Tenant
covenant and agree as follows:
ARTICLE I-BASIC LEASE PROVISIONS
1.1 Leased Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord the premises shown on Exhibit 1.1 hereto including all improvements (the "bprovements')
thereon as same may be amended from time to time(the"Leased Promises'1.
1.2 Possessory Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord the premises shown on Exhibit 1.2 hereto (the"Possessory Premises"), provided, however, that
Tenant shall have the right to control, as expressly set forth in this Lease, but not occupy the Possessory
Premises. The Leased Premises and Possessory Premises are collectively referred to herein as the
"Premises."
1.3 Adjustment of Leased Premises. Beginning on the Commencement Date (as defined
below)and continuing thereafter,Tenant shall have the right,in Tenant's sole discretion,from time to time,
to increase the square footage of the Leased Premises (and correspondingly decrease the square footage of
the Possessory Premises) by providing written notice thereof to Landlord In order to exercise its right to
increase the square footage of the Leased Premises, Tenant shall cause a licensed surveyor or engineer to
prepare an accurate survey of the additional premises at Tenant's sole cost and expense, establishing the
boundaries of the additional premises and showing the location of all easements and encroachments,if any,
affecting the additional premises. Such survey shall show the square footage of the additional premises,to
the nearest square foot. Tenant shall provide Landlord with a copy of such survey. Once the survey has
been prepared, Tenant shall provide written notice to Landlord of its election to include such additional
premises within the Leased Premises and the Leased Premises pursuant to this Lease and the Base Rent
payable herewith shall be modified to reflect the inclusion of the additional premises. Correspondingly,the
Possessory Premises and the Possessory Fee payable hereunder shall be modified to reflect the exclusion of
the additional premises. The Base Rent(as defined below)will be adjusted to account for such additional
square footage at the same per square foot Base Rent as being paid by Tenant for the then-existing Leased
Premises. Correspondingly, the Possessory Fee (as defined below) will be adjusted to account for the
removal of such square footage from the Possessory Premises.
1.4 Permitted Uses. Tenant may use and occupy the Leased Premises for parking for baseball
games, Special Events,and Public Events in and around LaGrave Field and on the Leased Premises and for
any other lawful purpose agreed to in advance by Landlord, such approval not to be unreasonably withheld
or delayed. Tenant may not use or occupy the Possessory Premises during the Term of this Lease,except as
agreed to in writing by Landlord. Landlord agrees not to use or occupy or permit the use or occupancy of
the Possessory Premises during the Tenn of this Lease except for Public Events(as defined below)or for
City purposes deemed necessary by the City Manager and that do not interfere with Tenant's use of the
Leased Premises including use by the County pursuant to the Interlocal Agreement(as defined below).
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1.5 Lease Term.
A. Initial Term. The initial term of this Lease(the"Initial Term')shall commence on
November 1,2005(the"Commencement Date')and end October 31,2011 (the"Expiration Date'). Within
ten(10) days after the Commencement Date,Tenant and Landlord shall execute and deliver to each other a
completed Commencement Date Notice in the form attached hereto as Exhibit 1.5.A.
B. Option Term. Provided that it is not then in default under any of the terms and
conditions of the Lease,Tenant shall have the option to extend the term of this Lease for two(2)additional
periods of six(6)years each by written notice to Landlord no later than one hundred eighty(180)days prior
to the Expiration Date or the expiration of the Option Term as applicable as set forth on Exhibit 1.5.13.
hereto.
C. Definition of Tenn. References in this Lease to the "Term" of this Lease shall
mean the Initial Tenn and any Option Term.
ARTICLE Il-RENT
2.1 Base Rent for Leased Premises During Initial Term. During the first three(3)years of the
Initial Tenn, Tenant shall pay to Landlord,at the address designated herein for notices to Landlord or such
other address as Landlord may direct in writing,base rent(the"Base Rent' in the amount of TEN CENTS
($0.10) per square foot of the Leased Premises per year payable in equal monthly installments in advance
beginning on the Commencement Date and continuing on the first day of each month thereafter during the
Tenn of this Lease. The Base Rent during the Initial Term will be adjusted on the third (Td) anniversary
date of the Commencement Date to an amount equal to the CPI Adjustment; provided,however,that in no
event will the Base Rent be decreased due to the CPI Adjustment The CPI Adjustment shall be equal to the
Base Rent then in effect multiplied by a fraction, the numerator of which shall be the CPI Index for the
month prior to the month in which the adjustment is being made and the denominator of which is the index
number of the first month after the Commencement Date. The CPI Index as used herein refers to the
Consumer Price Index for all urban consumers(for Dallas/Fort Worth, Texas, unadjusted for all items) of
the Bureau of Labor Statistics of the United Sues Department of Labor. If the CPI Index is discontinued
during the Term of this Lease,the adjustment called for by this section of the Agreement shall be based on
another index or other statistics published by the Bureau of Labor Statistics that are most nearly comparable
to the CPI Index. Base Rent during an Option Term shall be calculated in accordance with Exhibit 1.5.B.
hereto. Any rent or other sums due from either party hereto to the other in accordance with the terms of this
Lease which are not paid within thirty(30)days after the date such sum became due and owing shall accrue
interest at the rite of eight percent(8%)per year from the date due until paid.
2.2 Possessory Fee. In addition to the Base Rent, throughout both the Initial Tenn and any
Option Term,Tenant shall pay to Landlord,at the address designated herein for notices to Landlord or such
other address as Landlord may direct in writing, a possessory fee(the"Possessory Fee'l in the amount of
SIX CENTS ($0.06) per ten square feet of the Possessory Premises per year payable in equal monthly
installments in advance beginning on the Commencement Date and continuing on the first day of each
month thereafter during the Term of this Lease, subject to adjustment as set forth below. The Possessory
Fee shall be an amount equal to the City of Fort Worth property taxes that would be attributable to the
Possessory Premises if Tenant owned the Possessory Premises in fee simple based on a per square foot basis
per the Tarrant Appraisal District ad valorem tax valuation. The Possessory Fee shall be adjusted annually
on each anniversary of the Commencement Date based upon the most recent Tarrant Appraisal District
valuation for the Possessory Premises.
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2.3 Commencement Payment Within seven (7) days of the execution of this Lease, Tenant
shall pay to Landlord a commencement payment (the "Commencement Payment') in the amount of
$16,691.94, which is an amount equal to the Base Rent and Possessory Fee that would have been paid for
the period between May 1,2005 through October 31,2005 if this Lease had been in effect during such time.
2.4 Payment Information. The Base Rent and the Possessory Fee are collectively referred to
herein as the"Rent." Tenant shall make its Rent payments using the following information,or such other
information as Landlord may from time to time designate for this purpose in writing:
Payee's name(who the check should be made payable to):City of Fort Worth
Payee's address: Revenue Office
1000 Throckmorton Street
Fort Worth,Texas 76102
Contact Person: Director,Economic and Community Development Dept.
Phone Number: (817)392-6103
2.5 Real RMOM Taxes. Tenant shall have the right to challenge, at its sole expense, (i) the
Tarrant Appraisal District valuation for the Premises, or any portion thereof, or (ii) the determination to
assess real property taxes for the Premises,or any portion thereof,and Landlord agrees to provide whatever
assistance Tenant may reasonably require. Upon the request of Tenant,and if required to preserve the right
to challenge such appraised valuation or determination to assess taxes for the Premises or any portion
thereof,Landlord will file a protest in its name or file such other documentation as may be required in order
to preserve the right to challenge such valuation. In the event that it is ever determined during the Tenn that
taxes are to be assessed for the Premises or any portion thereof,the Landlord and Tenant agree that Tenant
shall be responsible for paying all such assessed taxes and shall be entitled to receive a credit for the City of
Fort Worth portion of such taxes (but not taxes paid to taxing units other than the City of Fort Worth),
compounded at an annual rate of four percent(4%)per annum from the date such payments are made by
Tenant as set forth in Section 12.2 hereof.
ARTICLE III-LANDLORD'S OBLIGATIONS
3.1 Quiet Enjoyment Landlord covenants and agrees that upon Tenant's paying Rent and
performing all of the other obligations of Tenant under this Lease,Tenant shall peaceably and quietly have,
hold and enjoy the Premises hereby demised,subject to the terms and conditions of this Lease.
ARTICLE IV-TENANT'S OBLIGATIONS
4.1 Maintenance. Regair and Security of the Premises. Tenant shall, at Tenant's expense,
provide ordinary and routine maintenance for the Premises and the Improvements, including maintenance of
the parking lots and pavement surface, striping, maintaining the light standards including replacing bulbs,
and maintaining the fencing. Tenant,at Tenant's expense,will also provide normal and routine security for
the Premises.
4.2 Extraordinary Maintenance. Se ', , or Improvements to Premises. Tenant shall, at
Tenant's expense, also provide extraordinary maintenance and security for the Premises, as may be
necessary, as reasonably agreed to by Landlord and Tenant For purposes of this Lease, extraordinary
maintenance and security are such maintenance and security as would not reasonably be required or
expected under the circumstances based upon this Lease and that are specifically requested by Landlord.
Landlord agrees not to unreasonably request such extraordinary maintenance and/or security and Tenant
agrees not to unreasonably refuse to provide such extraordinary maintenance and/or security. In addition,
Tenant,at Tenant's expense,agrees to make improvements and structural repairs to the Premises as may be
LEASE AGREEMENT AND OP TON TO PURCHASE PAGE 3
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reasonably necessary and as reasonably agreed to between Landlord and Tenant. Such items (i.e.,
Improvements made to the Premises)shall become a part of the Improvements for all purposes herein.
4.3 Utilities. Tenant shall be responsible for the payment of all utility services which it uses or
consumes at the Leased Premises that are not separately metered, including, without limitation,electricity,
gas,water and telephone. If the Leased Premises are separately metered,Tenant may elect to contract with
a provider of electricity of its choice unless prohibited by any utility provider agreement to which Landlord
is a party.
4.4 Alterations.Trade Fixtures.
A. Tenant shall not permit any lien to attach to the Premises as a result of its use of
the Premises. If any such lien shall be filed against the Leased Premises as a result of Tenant's
construction or installation of improvements at the Leased Premises,then Tenant shall, within thirty(30)
days after the filing thereof,commence to cause the same to be discharged of record by payment,deposit,
bond, order of a court of competent jurisdiction or otherwise. Nothing in this Lease shall be construed as
constituting the consent or request of Landlord, express or implied, by inference or otherwise, to any
contractor, subcontractor, laborer, materialman, architect, surveyor or engineer for the performance of
any labor or the furnishing of any materials or services for or in connection with the Leased Premises.
Notice is hereby given that Landlord shall not be liable for any labor or material or services furnished or
to be furnished to Tenant upon credit, and that no mechanic's or other lien for such labor,materials or
services shall attach to or affect the fee or reversionary or other estate or interest of Landlord in the
Leased Premises or this Lease.
B. All fixtures and/or equipment of whatsoever nature as shall have been installed on
the Leased Premises by Tenant after the Commencement Date, whether permanently affixed thereto or
otherwise, shall continue to be the property of Tenant, and may be removed by Tenant at its option at the
expiration or termination of this Lease;provi owever that Tenant shall at its own expense repair any
injury to the Leased Premises resulting from such removal. Notwithstanding the preceding,however,in the
event that Tenant has received a credit pursuant to Section 12.2 of this Lease for the amount equal to Tenant
expenses attributable to the Improvements, such Improvements shall be the property of Landlord and may
not be removed by Tenant without the prior written consent of Landlord.
4.5 Tenant's Compliance with Laws. Tenant shall comply with all Federal, State and local
statutes, laws, ordinances and regulations applicable to its occupancy of the Leased Premises and the
conduct of its business thereon, other than compliance obligations for which Landlord is responsible
hereunder. Further, Tenant shall comply with all Federal, State, and local statutes, laws, ordinances, and
regulations applicable to its activities on the Possessory Premises, other than compliance obligations for
which Landlord is responsible hereunder.
4.6 Fmtry by Landlord. Tenant shall permit Landlord or its agent to enter upon the Premises
upon reasonable prior notice during usual business hours(or at any time,and without notice,if necessary in
connection with an emergency or pursuant to Landlord's ordinary police powers)to examine the condition
of same and to make any necessary repairs to the Premises or to perform any work that may be necessary by
reason of Tenant's default under the terms of this Lease.
4.7 Return of Premises. Tenant shall surrender the Premises at the expiration or earlier
termination of the germ of this Lease,in as good of condition as received or improved,reasonable wear and
tear, condemnation and casualty excepted. Upon expiration or earlier termination of the Lease, Tenant
shall terminate all service, utility, maintenance and supply contracts relating to the operation of the
Premises that are held by Tenant. Tenant shall be entitled to the return of any deposit(s)posted by it with
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any utility company and Landlord shall notify each utility company serving the Premises to terminate
Tenant's account,effective on the Expiration Date.
ARTICLE V—ASSIGNMENT AND SUBLETTING
5.1 Assignment and Subletting. Tenant shall not assign this Lease or its.Option (as defined
below) rights under this Lease without the prior written consent of Landlord, which consent shall not be
unreasonably withheld or delayed Notwithstanding the foregoing,Tenant may enter into an assignment or
sublease without obtaining Landlord's consent with any Affiliate (for purposes of this Lease, "Affiliate"
means an entity which it controls, is controlled by or with which it is under common control)provided that
Landlord provides written notice of such intent at least thirty(30)calendar days prior to the effective date of
the assignment. Any assignment to which Landlord consents shall effect a release of Tenant from its
responsibility for the obligations of Tenant under this Lease from and after the effective date of assignment.
Tenant shall remain liable for all breaches and obligations occurring prior to the effective date of
assignment. Landlord may assign this Lease without the prior written consent of Tenant. Any assignment
to which Tenant consents shall affect the release of Landlord from its responsibility fnr the obligations of
Landlord under this Lease from and after the effective date of such assignment.
ARTICLE VI—SPECIAL EVENTS AND PUBLIC EVENTS
6.1 Special Events.
A. Except as otherwise specifically provided by this Lease,Tenant shall have the sole
and exclusive right to permit the use of the Leased Premises by third parties(the"Special Event Sponsor')
for certain special events, including but not limited to concerts, festivals, meetings, rallies, automobile
shows, motorcycle shows, parade staging and ending points, flea markets, swap meets, and other
entertainment activities("Special Events'). Tenant will have the exclusive right to allow Special Events on
the Leased Premises and will retain all economic benefit(if Tenant, in its sole discretion, determines that it
is desirable to charge any such third party for the use of the Leased Premises for such Special Event)
including fees, commissions, sales proceeds and any other type of economic remuneration resulting
therefrom. Tenant has the right to choose all vendors and/or concessionaires providing services during the
Special Events. Notwithstanding anything to the contrary contained herein, those events identified on
Exhibit 6.1.A. shall not be permitted to be conducted on the Leased Premises. Exhibit 6.1 A. may be
amended from time to time during the Term by the mutual agreement of Landlord and Tenant. Landlord
will not unreasonably request any revisions to Exhibit 6.1.A. and will provide Tenant with specified reasons
that it believes that the particular type of event is not acceptable on the Leased Premises and Tenant agrees
not to unreasonably deny its consent for such event to be added to Exhibit 6.1.A.
B. All such Special Events shall be conducted in accordance with the Special Events
Policy as described on Exhibit 6.1.13.
6.2 Public Events. Landlord shall have the right to permit the use of the Premises by third
parties for certain public events, including but not limited to charitable events, benefits or other causes that
the City reasonably believes are beneficial for the culture, enjoyment, or education of the public, as
mutually agreed by Tenant and Landlord("Public Events',at no charge to Landlord or the sponsor of the
Public Event(the`Public Event Sponsor')other than Tenant's necessary or actual expenses directly related
to the Public Event, including, but not limited to, insurance, maintenance, security, and clean up of the
Premises attributable to the Public Event unless otherwise mutually agreed to by Tenant and Landlord or the
Public Event Sponsor. Tenant shall not charge City or the Public Event Sponsor or the Public Event
participants,supporters,or fans for parking on or use of the Premises and Tenant will provide notice to the
Public Event Sponsor of this Agreement not to charge for parking, unless otherwise.mutually agreed in
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writing to by City or Public Event Sponsor and Tenant. Landlord agrees not to unreasonably request an
event to be considered as a Public Event and Tenant agrees not to unreasonably withhold its consent to a
Public Event on the Premises. Landlord or the Public Event Sponsor shall have the ability to determine the
vendors and concessionaires that are entitled to provide services at the Public Event so long as such
products and/or services(i)are provided free of charge or(ii)not less then seventy-five percent(75%)of the
gross revenue from the product or services sold by each such vendor and/or concessionaire, less direct
expenses, is paid to the Public Event Sponsor and provided, further, that such vendors and/or
concessionaires comply with Tenant's reasonable requirements applicable to vendors and/or
concessionaires on the Premises. Additionally, Tenant shall have the right to choose vendors and/or
concessionaires to provide services during the Public Event so long as such Tenant selected vendors and/or
concessionaires do not adversely affect or interfere with the purpose of the Public Event or sell the same
products and/or services as those sold by the Landlord's or Public Event Sponsor's selected vendors and/or
concessionaires. Such Tenant selected vendors and/or concessionaires may include Tenant. Tenant will be
entitled to retain all economic benefits from its chosen vendors and/or concessionaires at the Public Event.
6.3 Scheduling of Special Events and Public Events. Tenant shall be solely responsible for
scheduling of Special Events and Public Events on the Premises. Tenant shall designate a scheduling
coordinator by written notice to Landlord and all inquiries regarding Special Events and Public Events will
be directed to such scheduling coordinator for scheduling. This includes all inquiries received by Landlord
for Special Events or Public Events. Tenant shall provide regular updates to Landlord's Public Events
Program Manager of Special Events and Public Events scheduled for the Leased Premises and/or Premises.
ARTICLE VII-GENERAL INDEMNITY AND INSURANCE
7.1 Tenant's Indemnity. Tenant shall indemnify and hold Landlord harmless from and against
any loss,damage, liability and expense(including,without limitation,court costs,and reasonable attorneys'
fees),to the extent caused by a negligent act or willful misconduct on the part of Tenant, its employees,or
the negligence of the Public Event Sponsor or Special Event Sponsor.
7.2 Landlord's hidemniV. Landlord shall release and hold harmless Tenant from and against
any loss,damage,liability and expense(including,without limitation,court costs,and reasonable attorneys'
fees)to the extent caused by a negligent act or willful misconduct on the part of Landlord or its employees.
7.3 Tenant's Insurance. During the term hereoli Tenant shall obtain and maintain insurance
coverage as described below.
A. Tenant shall obtain commercial general liability insurance with respect to liability
for death, bodily injury and property damage resulting from the use, occupancy and maintenance of the
Premises by Tenant, its employees and agents in the amount of One Million Dollars($1,000,000)combined
single limit per occurrence,with a reasonable self-insured retention or deductible amount. Landlord shall be
named as an additional insured under such insurance.
B. Tenant shall also obtain property insurance in an amount equal to the
replacement cost of Improvements to the Premises. Tenant shall be the loss payee and Landlord shall be
named as an additional insured under such insurance.
C. In addition, if the nature of Tenant's use or business operations on the Leased
Premises are such as to place any or all of its employees under the coverage of local workers'
compensation or similar statutes, Tenant shall also keep in force, at its expense, as long as this Lease
remains in effect, workers' compensation or similar insurance affording the required statutory coverage
and containing the requisite statutory limits.
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7.4 General Requirements with Respect to Tenant's Insurance. At least twenty(20)days prior
to the expiration of any insurance policy provided by Tenant under the terms of this Lease, Tenant shall,
upon written request from Landlord, furnish to Landlord a certificate of insurance evidencing such
coverage. Such certificate shall provide that the policy may not be canceled or modified without at least
thirty(30)days prior written notice to such other party. All insurance policies shall be issued by companies
authorized to do business under the laws of the State of Texas and shall be in form satisfactory to Tenant
and Landlord.
7.5 Insurance Requirements for Public Events and Special Events. All sponsors,
concessionaires,and vendors for Special Events or Public Events located on the Premises shall be required
to obtain commercial general liability insurance with respect to liability for death, bodily injury, and
property damage in an amount at least equal to$1,000,000.00 combined single limit per occurrence, with a
reasonable self-insured retention or deductible amount. Landlord and Tenant shall be named as an
additional insureds under such insurance. Further,Landlord and Tenant may require such additional forms
and/or amounts of insurance as Landlord and Tenant may mutually agree.
ARTICLE VIR-DEFAULT
8.1 Default by Tenant.
A. Each of the following events is hereby declared an event of default:
(1) Failure of Tenant to pay any installment of Base Rent on or before the 106
day of the month and the continuation of such failure for a period of thirty(30)days after
written notice thereof by Landlord to Tenant; provided, however, that Tenant shall be
entitled to only three(3)such written notices during the Initial Term or an Option Term;
(2) Failure of Tenant to observe and perform any of its other covenants,
conditions or agreements under this Lease for a period of thirty (30) days after written
notice from Landlord to Tenant specifying such failure and requesting that it be remedied;
or, in the case of any such default which cannot with due diligence be cured within such
thirty(30)day period, failure of Tenant to commence to cure the same within such thirty
(30)day period and thereafter diligently pursue the curing of such default;
(3) Filing of a petition in bankruptcy, or adjudication as a bankrupt or
insolvent; or its filing of a petition seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or future statute,
law or regulation; or its filing of an answer admitting or not contesting the material
allegations of the petition against it in any such proceeding;or its seeking or consenting to
or its acquiescence in the appointment of any trustee, received or liquidator of Tenant or
any material part of its properties;or
(4) Failure of Tenant within sixty (60) days after the commencement of any
proceeding against it seeking its adjudication as a bankrupt or insolvent, or any
reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any present or future statute, law or regulation, to have such proceeding
dismissed, or within ninety (90) days after the appointment without the consent or
acquiescence of Tenant of a trustee, receiver or liquidator of Tenant or of any material part
of its properties,to have such appointment vacated.
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B. Upon the occurrence of such an event of default,Landlord may:
(1) terminate this Lease by giving notice thereof to Tenant. In such event,the
Term of this Lease shall cease as of the date of such notice of termination,and any and all
right, title and interest of Tenant hereunder shall likewise cease without further notice or
lapse of time, as fully and with like effect as if the entire term of this Lease had elapsed.
Tenant shall remain responsible for all Rent due up to the date of such termination.
Further,Tenant may not remove any of the Improvements until such Rent has been paid.
8.2 Default by Landlord. If Landlord commits a default in the performance of any terms,
covenants or conditions of this Lease,and such default shall not have been remedied within thirty(30)days
after written notice by Tenant to Landlord specifying such default and requiring it to be remedied, then
Tenant, at its election, may either remedy the default and receive a full credit for the cost of the remedy
(including its reasonable attorney's fees) on subsequent payments due to Landlord under this Lease or
terminate this Lease. Notwithstanding the foregoing,in the case of any such default which cannot with due
diligence be cured within such thirty(30)day period, if Landlord has in good faith commenced attempting
to remedy the default complained of within such thirty(30)day period and proceeds with diligence to cure
such default, the time for Landlord to remedy such default shall be extended for such period as may be
reasonably necessary to do so.
8.3 Remedies Not Exclusive. Except as otherwise provided in this Lease, no remedy herein
conferred upon or reserved to Landlord or Tenant is intended to be exclusive of any other remedy,and every
remedy shall be cumulative and in addition to every other remedy herein or now or hereafter existing at law,
in equity or by statute. No delay or failure to exercise any right or power accruing,upon a default hereunder
shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or
power may be exercised from time to time and as often as may be deemed expedient.
ARTICLE IX—ENVIRONMENTAL
9.1 Tenant's Environmental Indemnity. Tenant shall indemnify Landlord and hold Landlord
harmless from any cost, liability or expense imposed upon Landlord under any local, state or federal law,
ordinance, statute, rule, regulation, or judicial or a dminisstraative order because of or arising out of any
environmental condition at, in, on, or under the Premises due to the actions of Tenant or Tenant's
employees.
9.2 Landlord's Environmental Indemnity. Except for Tenant's obligations as set forth in
Section 9.1 above, Landlord shall release Tenant and hold Tenant harmless from any cost, liability or
expense imposed upon Tenant under any local;state or federal law,ordinance, statute,rule, regulation, or
judicial or administrative order because of or arising out of any environmental condition at,in,on,or under
the Premises that was not caused by the actions of Tenant or Tenant's employees. Tenant shall have no
responsibility for any environmental conditions at, in, on,or under all portions of the Premises,other than
environmental conditions caused by Tenant, its officers, agents, servants, employees, contractors,
subcontractors,licensees and invitees;provided,however,upon Tenant's purchase of all or a portion of the
Premises as provided for in this Lease,Tenant shall indemnify Landlord and hold Landlord harmless from
any cost, liability, or expense imposed upon Landlord due to the environmental conditions at, in, on, or
under the portion of the Premises acquired by Tenant,regardless of the cause of such conditions or the time
in which such conditions arose except to the extent caused by Landlord.
9.3 Survival. The indemnifications of this Article IX shall survive the expiation or
termination of this Lease.
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9.4 Voluntary Cleanup Program. The parties hereto acknowledge that certain Voluntary
Cleanup Program Agreement entered into on or around June 5, 2001 by and among Landlord, Cytec
Industries, Inc., a Delaware corporation, and Texas Independent Baseball, LLC, a Texas limited liability
company (the "VCP'). Landlord will diligently perform all of its obligations under the VCP, a copy of
which is attached hereto as Exhibit 9.4a and incorporated herein by reference. Once the City approves a
development plan under Article XH, the City will use its reasonable efforts to obtain a Voluntary Cleanup
Program Final Certificate of Completion permitting land use consistent with Tenant's proposed
development plan(s) for the Premises,with the understanding that the City shall be deemed to have made
such a"reasonable effort"even if it fails to obtain such a Voluntary Cleanup Program Final Certificate of
Completion if the failure was due to the City's belies; in its sole but reasonable discretion, that the City
would incur additional costs or liabilities related to the remediation of the environmental condition of the
Premises beyond that necessary to remediate the Premises to obtain a Voluntary Cleanup Program Final
Certificate of Completion permitting commercial use,unless Tenant pays such additional costs or assumes
such additional liabilities. Tenant shall pay any additional incremental costs required to remediate the
Premises to allow for residential use if such use is proposed in Tenant's development plan. As reasonably
agreed by Landlord and Tenant, in advance and in writing, Tenant may carry out some or all of the
remediation of the Premises(or such portion thereof) in order to permit commercial use of the Premises(or
such portion thereof)and Tenant's costs and expenses incurred in carrying out same shall be considered for
all purposes as Improvements made to the Premises during the Term pursuant to Section 4.2 above and
credited to the Purchase Price in accordance with Section 12.2 below. The parties also acknowledge that an
application for participation in the Voluntary Cleanup Program has been made for the property referred to as
the"Technicoat Site"consisting of two adjacent tracts of land of approximately one(1)acre each located at
301 NE a Street(Block 232,North Fort Worth Addition), near the intersection of Jones Street and NE 6#
Street in Fort Worth, Texas. Texas Commission on Environmental Quality regulations preclude the
acceptance of the Technicoat Site into the Voluntary Cleanup Program when an agreed order exists
affecting the site. Landlord agrees to use its reasonable efforts to promptly resolve the agreed order so that
the Technicoat Site may be placed in the Voluntary Cleanup Program as contemplated pursuant to that one
certain Program Application dated on or about October 2001,a copy of which is attached hereto as Exhibit
9.4b and incorporated herein by reference. Landlord will use its reasonable efforts to obtain a Voluntary
Cleanup Program Final Certificate of Completion permitting land use consistent with Tenant's proposed
development plans) for the Technicoat Site, with the understanding that the City shall be deemed to have
made such a "reasonable effort" even if it fails to obtain such a Voluntary Cleanup Program Final
Certificate of Completion if the failure was due to the City's belief, in its sole but reasonable discretion,that
the City would incur additional costs or liabilities related to the remediation of the environmental condition
of the Technicoat Site beyond that necessary to remediate the Technicoat Site to obtain a Voluntary
Cleanup Program Final Certificate of Completion permitting commercial use, unless Tenant pays such
additional costs or assumes such additional liabilities. Tenant shall pay any additional incremental costs
required to remediate the Technicoat Site to allow for residential use if such use is proposed in Tenant's
development plan. As reasonably agreed by Landlord and Tenant, in advance and in writing, Tenant may
carry out some or all of the remediation of the Premises (or such portion thereof) in order to permit
commercial use of the Premises (or such portion thereof) and Tenant's costs and expenses incurred in
carrying out same shall be considered for all purposes as Improvements made to the Premises during the
Tenn pursuant to Section 4.2 above and credited to the Purchase Price in accordance with Section 12.2
below. Further,the parties acknowledge that a portion of the Premises described on Exhibit 9.4c commonly
known as the"Rail Joint Property"is not currently participating in the Voluntary Cleanup Program and has
not had an application for participation in the Voluntary Cleanup Program filed on its behalf. Landlord will
diligently pursue filing an Application for participation in the Voluntary Cleanup Program far the Rail Joint
Property and Landlord will use its reasonable efforts to obtain a Voluntary Cleanup Program Final
Certificate of Completion permitting land use consistent with Tenant's proposed development plans for the
Rail Joint Property,with the understanding that the City shall be deemed to have made such a"reasonable
effort" even if it fails to obtain such a Voluntary Cleanup Program Final Certificate of Completion if the
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failure was due to the City's belief,in its sole but reasonable discretion,that the City would incur additional
costs or liabilities related to the remediation of the environmental condition of the Rail Joint Property
beyond that necessary to remediate the Rail Joint Property to obtain a Voluntary Cleanup Program Final
Certificate of Completion permitting commercial use, unless Tenant pays such additional costs or assumes
such additional liabilities. Tenant shall pay any additional incremental costs required to remediate the Rail
Joint Property to allow for residential use if such use is proposed in Tenant's development plan. As
reasonably agreed by Landlord and Tenant, in advance and in writing,Tenant may carry out some or all of
the remediation of the Premises(or such portion thereof)in order to permit commercial use of the Premises
(or such portion thereof)and Tenant's costs and expenses incurred in carrying out same shall be considered
for all purposes as Improvements made to the Premises during the Term pursuant to Section 42 above and
credited to the Purchase Price in accordance with Section 12.2 below.
9.5 Addition of Tenant as Applicant to Voluntary Cleanup Program. Landlord agrees to
cooperate with Tenant in having Tenant and Tenant's assignees named as a co-applicant for the VCP and on
the applications for the Technicoat Site and Rail Joint Property. Further, Landlord and Tenant agree to
reasonably cooperate with each other in order to reach an acceptable resolution to all environmental
conditions at the Premises.
ARTICLE X—NOTICE
10.1 All notices, cons", approvals or demands required under this Lease shall be in writing,
and shall be deemed delivered when either (i) deposited in the U.S. Mail, postage prepaid, certified or
registered, return receipt requested, or(ii) delivered in person (including delivery by any courier service),
provided that there is a written record confirming such personal delivery; in any event addressed to or
delivered to the appropriate party at:
Tenant BLG Northside Development,LP
301 NE 6°Street
Fort Worth,Texas 76106
Attn: Carl Bell
With a copy to: Bourland,Wall&Wenzel,P.C.
301 Commerce Street,Suite 1500
Fort Worth,Texas 76102
Attn:Michael V.Bourland
Landlord: City of Fort Worth
1000 Throckmorton Street
Fort Worth,Texas 76102
Attn: Director,Economic and Community Development Dept.
With a copy to: City of Fort Worth
1000 Throckmorton Street
Fort Worth,Texas 76102
Attn: Peter Vaky
or to such other address(es)as either party may from time to time designate for this purpose.
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ARTICLE X1—SIGNS
Tenant may erect such signage on any part of the Leased Premises as it may desire, provided that
such signage complies with the requirements of governmental authorities having jurisdiction over the
Leased Premises. Tenant shall also be permitted to erect signage on the Possessory Premises with
Landlord's prior written permission, such permission not to be unreasonably withheld, delayed or
conditioned.
ARTICLE XII—CALL OPTIONS FOR THE PREMISES
12.1 Grant Of Call Option.Mineral Reservation.and Surface Waiver with Designated
Permitted Area On or before sixty(60) days after the Commencement Date and on or before sixty(60)
days after each re-appraisal of the fair market value purchase price for the Premises performed in
accordance with this Article XII, Tenant shall pay to Landlord an amount equal to one percent(1%) of
the fair market value purchase price for the Premises(the"0
Sfion Fee'J. In consideration of the Option
Fee paid by Tenant to Landlord and other good and valuable consideration,including the obligations and
covenants set forth in this Lease, the receipt and sufficiency of which are hereby acknowledged, and on
account of the Premises' location in a reinvestment zone that Landlord desires to have developed under a
project plan adopted for that reinvestment zone, Landlord, pursuant to, among other things, its authority
under Section 272.001(b)(6) of the Texas Local Government Code, grants to Tenant, its lawful
successors and assigns hereunder, on the terms and conditions set forth in this Article XII,the exclusive
right and option (the "O i n')to purchase all or a portion of the Premises pursuant to the terms hereof
from time to time during the Term.Tenant is expressly permitted to exercise its Option granted herein on
multiple occasions.
The exact boundaries and acreage of the Premises on which Tenant exercises its option from
time to time to purchase (the "Option Premises") shall be established by the survey (the "Sunrev'1
obtained in accordance with Section 12.5, and a legal description of the Option Premises taken from the
Survey shall be used in the Special Warranty Deed from Landlord to Tenant. The Option Premises
includes all easements and any and all other rights of Landlord that are in any way associated with the
Option Premises, including all buildings, structures, fences and other permanent improvements to the
Option Premises.
Notwithstanding anything to the contrary herein, Landlord reserves for Landlord and Landlord's
successors and assigns forever, all of the oil, gas, and other mineral substances in, on, or under the
Premises or that may be produced from the Premises; provided, however, during the Term of this Lease,
and continuing forever in the event that all or a portion of the Premises is purchased by Tenant pursuant
to the terms contained herein, Landlord and Landlord's successors and assigns activities for any purpose
incident to exploring for,developing,drilling for,producing,transporting,mining,extracting,treating,or
storing the oil, gas, and other mineral substances in, on, and under the Premises shall be confined to a
designated area of the Premises four(4)contiguous acres(collectively, the"Permitted Area"),with the
specific understanding that if such Permitted Area is not adjacent to a public street, Landlord and
Landlord's successors and assigns shall have a right of reasonable ingress and egress (both road and
pipeline)to and from the Permitted Area. The location and configuration of the Permitted Area shall be
requested in Tenant's development plan submitted to Landlord pursuant to Sections 12.6 and 12.7 hereof,
with the understanding that the specific location and configuration of the Permitted Area must be
reasonably agreed to in writing by both Landlord and Tenant, taking into consideration the interests of
both the surface and mineral owners, and with the further understanding that, notwithstanding anything
to the contrary herein, if agreement as to the specific location and configuration of the Permitted Area is
not reached, Landlord shall have the right to reject, withhold or delay approval of the development plan,
and such action or omission shall be deemed reasonable under this Agreement for all purposes hereunder.
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In the event that Landlord desires to commence developing,drilling for,producing,transporting,mining,
extracting, treating, or storing the oil, gas, and other mineral substances in, on, and under the Premises
prior to the time such Permitted Area is designated by Tenant in its development plan, the parties shall
mutually agree on the location of the Permitted Area, such agreement not to be unreasonably withheld or
delayed. The size of the Permitted Area may be reduced if subsequently agreed to in writing by Landlord
and Tenant. Landlord and Landlord's successors and assigns shall have no right of ingress and egress or
right to enter upon or use the surface of the Premises, (except for the Permitted Area and reasonable
ingress and egress to and from the Permitted Area) for any purpose incident to developing, drilling for,
producing, transporting, mining, extracting, treating,or storing the oil,gas, and other mineral substances
in, on, and under the Premises; provided, however,that nothing herein shall ever be construed to prevent
Landlord or Landlord's successors and assigns from (i) exploring, including, but not limited to, the
conducting of seismic studies, for oil, gas, and other mineral substances in, on or under any portions of
the Premises prior to submission by Tenant of a development plan submitted to Landlord pursuant to
Sections 12.6 and 12.7 hereof that incorporates such portions of the Premises,with the understanding that
such explorations shall not materially interfere with Tenant's use of the Leased Premises and upon
completion of exploration,Landlord will restore the affected portions of the Premises to substantially the
same condition as existing prior to the exploration,and(ii)developing or producing the oil,gas,or other
minerals in or under the Premises by means of pooling or unitization of the portion of the mineral estate
owned by Landlord or Landlord's successors and assigns with land other than the Premises; or the
exploration or production of the oil, gas, and other minerals by means of wells that are drilled on land
other than the Premises, but that enter or bottom under the Premises, provided that these operations do
not materially interfere with the surface or subsurface support constructed or to be constructed on the
Premises. Further, prior to conducting any activities relating to the production of oil, gas, or other
mineral substances from the Premises, Landlord must deliver to Tenant and Tenant's successors and
assigns a written instrument executed by the party that will conduct such activities pursuant to which
such party (but not Landlord)agrees to indemnify, defend, and hold Tenant and Tenant's successors and
assigns harmless from and against any and all claims, causes of action, liabilities, damages or costs of
any kind whatsoever resulting from physical damage to the Premises or any improvements constructed on
the Premises directly caused by the exploration for, developing, drilling for, producing, transporting,
mining, extracting,treating,or storing the oil,gas,and other minerals, in,on, and under the Premises. At
the request of Landlord,the parties shall reasonably and in good faith negotiate an agreement pursuant to
which Tenant will pool or combine Tenant's interest in oil and gas in and under property Tenant owns to
the north of the Premises with Landlord's interest in oil and gas in and under the Premises in order to
properly explore, develop, drill for, produce,transport, mine, extract, treat,or store oil and gas that is in
and under both that property of Tenant and the Premises. The terms of this paragraph will be included in
any deed for the Option Premises.
12.2 Purchase Price of QWion. The purchase price of the Option Premises (the "Purchase
Price") shall be calculated by multiplying the Net Square Footage(as hereinafter defined) of the Option
Premises by the Purchase Price per square foot as determined in accordance with this Section. The
Purchase Price shall be payable in immediately available funds by cashier's check or by wire transfer at
the Closing. Any real estate taxes or assessments applicable to the Option Premises(other than rollback
taxes), and any income or rents from the Option Premises, for the year in which the Closing occurs shall
be prorated as of the date of the Closing. The Purchase Price will be established based upon the fair
market value per square foot of the Premises based upon the Appraisal Process set forth below. The
Purchase Price shall be fixed for three (3) year periods beginning upon the Commencement Date and
redetermined by a reappraisal of the Premises on every third anniversary of the Commencement Date
during the Tenn. All Base Rent, Possessory Fee, Option Fees, Commencement Payment, and Appraisal
Fees (as defined below), and costs of extraordinary maintenance and extraordinary security (provided
pursuant to Section 4.2 above), and the City of Fort Worth portion of any ad valorem taxes charged
against the Premises and paid by Tenant pursuant to Section 2.5 above,compounded at an annual rate of
LEASE AGREEMENT AND OPTION TO PURCHASE PAGE 12
M142950v20
four percent(4%) per annum from the date such payments are made by Tenant, shall be credited to the
Purchase Price; provided, however,that Tenant shall only be entitled to apply such amounts paid during
the Initial Term or Option Term, as applicable, that is in effect at the time Tenant provides Landlord its
notice of its intent to exercise its Option pursuant to this Article XII. For example,if Tenant exercises its
Option in the fourth year of the first Option Term, Tenant shall only be entitled to a credit for the Base
Rent, Possessory Fees,Option Fees,Commencement Payment, Appraisal Fees, and cost of extraordinary
maintenance and extraordinary security, and the City of Fort Worth portion of any ad valorem taxes
charged against the Premises and paid by Tenant pursuant to Section 2.5 above, compounded at an
annual rate of four percent (4%) per annum from the date such payments are made, that were made
during the first Option Term and shall not be entitled to any credit for such amounts paid during the
Initial Term. Additionally, Tenant shall be entitled to a credit on the Purchase Price in an amount equal
to Tenant's expenses attributable to Improvements made to the Premises during the Term in accordance
with Section 4.2 above,compounded at an annual rate of four percent(4%)per annum from the date such
expenses were incurred or payments were made by Tenant. All such amounts for which Tenant is
entitled to a credit on .the Purchase Price pursuant to this Lease not previously applied toward the
Purchase Price shall be credited toward any future Purchase Price pursuant to the terms hereof and
Tenant need not exercise its Option to purchase at the time of any such payment, but may preserve the
credit generated by such payment for use in exercising its Option at a later date.
12.3 Appraisal Process. The "Appraisal Process", as used herein, shall be as follows:
Landlord shall provide Tenant a list of approved appraisers containing the names of a minimum of three
(3) MAI appraisers acceptable to Landlord. Tenant will then be entitled to select the appraiser from the
list of approved appraisers provided by Landlord_ Landlord, Tenant and the selected appraiser shall
negotiate mutually agreeable terms with regard to the appraisal fee and parameters for the appraisal.
Landlord will then contract directly with the selected appraiser, but Tenant shall be responsible for
paying the appraiser's fee (the "Appraisal Fee'l directly to the appraiser. The selected appraiser shall
determine a per square foot fair market value purchase price for the Premises and a per square foot fair
market value rental rate for the Premises with consideration of all relevant matters affecting the Premises,
including, but not limited to, the existence of any third parties' rights to use any portion of the Premises,
the current income production of Premises, any deed restrictions, covenants running with the land, and
zoning applicable to the Premises, the environmental condition of the Property, Landlord's right to take
portions of the Premises without payment to Tenant as set forth in this Lease, Tenant's responsibilities
and obligations under this Lease, and Landlord's rights of approval for Tenant's future development of
the Premises.
12.4 Term of Option. Tenant shall have the right to exercise the Option by giving Landlord
written notice of exercise at any time on or before the expiration of the Term, including any extensions,
subject to Tenant's meeting all requirements pertaining to such exercise,as set forth in this Article XII.
12.5 Survey. Tenant shall cause a licensed surveyor or engineer to prepare an accurate
Survey of the Option Premises at Tenant's sole cost and expense, establishing the boundaries of the
Option Premises and showing the location of all easements or encroachments,if any,affecting the Option
Premises. The Survey shall show the square footage of the Option Premises,to the nearest square foot,
less any portion of the Option Premises within a public right of way(the"Net Square Foota¢e'1. Tenant
shall provide Landlord with a copy of such Survey within fifteen(15)days from the completion thereof.
Tenant reserves the right to make written objections to title based upon the Survey in accordance with the
terms and provisions and within the time period set forth in the Purchase Agreement (defined below).
Once the Survey has been prepared, a legal description of the Option Premises prepared from the Survey
shall be used in the Special Warranty Deed from Landlord to Tenant.
LEASE AGREEMENT AND OPTION TO PURCHASE PAGE 13
N 1429S0V20
12.6 Exercise. If Tenant elects to exercise this Option, it shall do so by sending a written
notice to that effect pursuant to the notice provisions of this Lease prior to the expiration of the Term of
the Lease. Tenant's notice shall contain a description of the portion of the Option Premises,either as a
metes and bounds description or by exhibit as indicated on a survey. In conjunction with Tenant's
exercise of its Option, Tenant shall provide to Landlord a proposed development plan for the Option
Premises. Landlord's obligation to accept Tenant's exercise of its Option is expressly contingent upon
Landlord's approval of the development plan, which shall not be unreasonably withheld or delayed.
Landlord will have the right to reject, withhold or delay approval of the development plan, and such
action or omission shall be deemed reasonable, if(i)the development plan is inconsistent with the Trinity
Uptown Project(as defined below) or such other development concept applicable to the area at the time
of submission of the development plan, or(ii) development of the Option Premises in accordance with
the development plan would, in the reasonable estimation of Landlord, cause Landlord to incur any
expense (in excess of its obligations under Article IX)or liability in excess of that to which Landlord is
subject as of the Commencement Date unless Tenant agrees to indemnify and hold Landlord harmless
from such excess liability, conditioned on a determination by Landlord that, in Landlord's reasonable
estimation,Tenant has the financial ability to fulfill such indemnification and hold harmless obligations.
Additionally, in conjunction with Tenant's exercise of its Option set forth herein, Tenant may submit a
property tax abatement proposal with accompanying economic criteria to Landlord, but Landlord shall
not be required to grant such property tax abatement. Landlord will consider the property tax abatement
proposal as part of Tenant's development plan for the Option Premises, and Landlord may reject,
withhold, or delay approval of such property tax abatement plan in connection with approving Tenant's
proposed development plan. Landlord will retain all legal remedies available to it under law to require
Tenant to fulfill the development plan; provided,however,that Tenant shall have the option to revise the
development plan after the initial approval and resubmit it to Landlord for approval,such approval not to
be unreasonably withheld or delayed. Following receipt by Landlord of Tenant's notice of exercise of
the Option, Landlord and Tenant shall diligently and in good faith negotiate and execute a purchase
agreement for the purchase of the Option Premises in a form reasonably acceptable to the parties (the
"Purchase Agreement'). The closing on the purchase and sale of the Option Premises will occur at a
place and on a date within ninety (90) days following full execution of the Purchase Agreement that is
mutually acceptable to Landlord and Tenant. It is understood and agreed that it shall be a condition of
closing in the Purchase Agreement that Tenant shall have obtained all necessary municipal approvals for
rezoning of the Option Premises to MU-2 Planned Development Special Use, with site plan, in
accordance with the City's Zoning Code (Ordinance No. 13896, as amended), which site plan must
conform to the development plan approved by Landlord in accordance with this Section 12.6 and Tenant
shall have obtained firm financing commitments in a form reasonably acceptable to Landlord. In the
event that Landlord rejects Tenant's proposed development plan, Landlord will provide Tenant with a
written explanation as to why the development plan was rejected, and the Option will be treated as if it
had never been exercised by Tenant,meaning that the Option will be preserved and may be exercised at a
later date in accordance with the terms and conditions of this Lease.
12.7 Right of First Refusal. Notwithstanding Tenant's Option set forth in this Lease,
Landlord shall have the right to offer all or any portion of the Premises for sale to third parties during
those periods set forth on Exhibit 12.7 attached hereto (the"Refusal Period'). In the event that Landlord
receives a bona fide offer from a third party to acquire all or any part of the Premises (the "Refusal
Premises") during a Refusal Period, along with a development plan from the proposed purchaser
acceptable to Landlord, Landlord hereby grants to Tenant a first right of refusal to purchase the Refusal
Premises as set forth herein. Landlord shall provide notice to Tenant of such offer setting forth the price,
terms,conditions of sale(including the approved development plan),description of the Refusal Premises,
and the identity of the third party that Landlord has decided to accept(`Notice of Sale'). Tenant shall
have sixty(60)days from the date of its receipt of the Notice of Sale to exercise its right of first refusal
upon the same terms as contained in such Notice of Sale, provided, however, that in the event that the
LEASE AGREEMENT AND OPTION TO PURCHASE PAGE 14
#142950Y20
purchase price contained in such Notice of Sale exceeds the Option Purchase Price, Tenant shall not be
obligated to pay more than the Option Purchase Price and provided,further,that Tenant shall be entitled
to submit its own development plan as set forth below. If Tenant determines to exercise its right of first
refusal set forth herein, it shall deliver to Landlord written notice thereof within said sixty (60) day
period and include with such written notice a development plan that is, in the reasonable opinion of
Landlord, acceptable to Landlord. Landlord's approval of the submitted development plan will not be
unreasonably withheld or delayed. Landlord will have the right to reject, withhold or delay approval of
the development plan, and such action or omission shall be deemed reasonable, if (i) Tenant's
development plan is inconsistent with the Trinity Uptown Project (as defined below) or such other
development concept applicable to the area at the time of submission of the development plan; or (ii)
development of the Refusal Premises in accordance with Tenant's development plan would, in the
reasonable estimation of Landlord, cause Landlord to incur any expense (in excess of its obligations
under Article DQ or liability in excess of that to which Landlord is subject as of the Commencement
Date unless Tenant agrees to indemnify and hold harmless Landlord from such excess liability,
conditioned on a determination by Landlord that, in Landlord's reasonable estimation, Tenant has the
financial ability to fulfill such indemnification and hold harmless obligations. In the event that Landlord
rejects Tenant's proposed development plan, Landlord will provide Tenant with a written explanation as
to why the development plan was rejected, and Tenant may resubmit a revised development plan within
sixty (60)days of receipt of such comments from Landlord. As part of the development plan, Landlord
will retain all legal remedies available to it under law to require Tenant to fulfill the development plan;
provided, however, that Tenant shall have the option to revise the development plan after the initial
approval and resubmit it to Landlord for approval, such approval not to be unreasonably withheld or
delayed. If(i) Tenant elects not to exercise its right of first refusal; (ii) Tenant fails to deliver written
notice of the exercise of such right of first refusal within sixty(60)days of receipt of a Notice of Sale;or
(iii) Landlord rejects Tenant's initial proposed development plan and Tenant fails to resubmit a revised
development plan within sixty(60)days of receipt of Landlord's written notice explaining why the initial
development plan was rejected; or (iv) Tenant's resubmitted development plan is again rejected by
Landlord, Landlord may sell the Refusal Premises to the third party free and clear of Tenant's right of
first refusal,provided that such sale is made upon the price, terms and conditions as were set forth in the
Notice of Sale. In the event that Landlord accepts Tenant's proposed or resubmitted development plan in
accordance with this Section 12.7, Landlord will sell the Refusal Premises to Tenant at a purchase price
consistent with this Section 12.7 and otherwise in accordance with the same conditions and processes
outlined in Section 12.6 as to an Option Premises. It shall be a condition of the closing for the Option
Premises that Tenant shall have obtained firm financing commitments in a form reasonably acceptable to
Landlord.
12.8 Memorandum of Lease. Option to Purchase and Right of First Refusal. At Tenant's
request, Landlord will execute a Memorandum of Option in substantially the form of Exhibit 12.8 attached
hereto, in recordable form,which Tenant may record at Tenant's expense with the Deed Records of Tarrant
County or similar office. In the event the Option is not timely exercised, Tenant shall, upon Landlord's
written request,promptly execute a release of any Memorandum of Option in recordable form.
ARTICLE XM—RESTRICTIVE COVENANT AND ZONING
13.1 Restrictive Covenant and Zoning Tenant acknowledges that the Premises are currently
encumbered with a restrictive covenant that currently affects the use, operation and enjoyment of the
Premises as reflected in the Continuing Agreement executed by and between Cytec Industries, Inc.
("Cytec'J and Landlord on or about November�,2001 and recorded in Volume 15292,Page 207 of the
Real Property Records of Tarrant County,Texas("Restrictive Covenant")and in the Special Warranty Deed
from Cytec,as Grantor,to Landlord,as Grantee, dated November 28,2001 and recorded as Instrument No.
D201294629 in the Real Property Records of Tarrant County,Texas(the"Q+tec Deed'). Within the Term,
LEASE AGREEMENT AND OPTION TO PURCHASE PAGE 15
M 142950vL0
Tenant shall designate that portion of the Premises which Tenant shall endeavor to develop (the
"Development Site'), and shall notify Landlord of same in writing. Upon the designation of the
Development Site and receipt of notification of same from Tenant, Landlord shall use its reasonable efforts
to obtain the consent and approval of Cytec to such proposed development as required by the Restrictive
Covenant and use its reasonable efforts to obtain, if necessary, a waiver or acceptable modification of the
Restrictive Covenant and/or Cytec Deed as applicable for the portion of the Premises constituting the
Development Site from Cytec to permit Tenant's development of the Development Site consistent with
Tenant's development plan. Landlord additionally agrees to exercise its reasonable efforts to have the
Premises zoned to permit Tenant's development of the Premises consistent with its approved development
plan.
ARTICLE XIV—MISCELLANEOUS
14.1 Applicable Law and Venue. This Lease has been entered into in, and shall be construed
and interpreted in accordance with the laws of the State of Texas. Venue for any action arising under this
Lease shall lie in state courts located in Tarrant County,Texas or in the United States District Court for the
Northern District of Texas—Fort Worth Division.
142 Successors and Assigns. The covenants and agreements in this Lease shall extend to, be
binding upon, and inure to the benefit of the parties hereto, and their respective heirs, executors,
administrators,successors and assigns.
14.3 Entire Understanding. This Lease constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof; and any prior agreements, representations or statements
made with respect to such subject matter, whether oral or written, and any contemporaneous oral
agreements, representations or statements, are merged herein. This Lease may be modified only by a
written instrument executed by the parties hereto.
14.4 Brokers. Landlord and Tenant hereby represent and warrant each to the other that no
brokers,agents or finders were involved on their behalf in negotiating or consummating this Lease.
14.5 Rules and BpgWgions. Tenant agrees to comply with any reasonable rules and regulations
promulgated by Landlord to promote the safe, orderly and efficient operation of the Premises upon receipt
of a written copy of such rules and regulations or any modifications thereto.
14.6 Warranties and Representations.
A. Landlord hereby warrants and represents to Tenant that on and as of the date of this
Lease: (i) that the representative of Landlord executing and delivering this Lease on behalf of Landlord is
authorized to execute and deliver this Lease on behalf of Landlord,and when so executed and delivered by
such officer of Landlord on behalf of Landlord, this Lease shall be binding upon and enforceable against
Landlord in all respects,and(i7 that Landlord has fee simple and marketable title to the Premises.
B. Tenant hereby warrants and represents to Landlord that on and as of the date of this
Lease: (i) that Tenant is a Texas limited partnership duly formed and validly existing under the laws of
Texas; and (ii) that the person executing and delivering this Lease on behalf of Tenant is authorized to
execute and deliver this Lease on behalf of Tenant, and when so executed and delivered by such person on
behalf of Tenant,this Lease shall be binding upon and enforceable against Tenant in all respects.
LEASE AGREEMENT AND OPTION TO PURCHASE PAGE 16
#142950V20
14.7 gptions. The captions contained herein are for convenience and reference only and shall
not be deemed to be part of this Lease or construed in any manner as limiting or amplifying the terms and
provisions of this Lease to which they relate.
14.8 Provisions Severable. If any term or provision of this Lease or the application thereof to
any person or circumstance shall,to any extent,be invalid or unenforceable,the remainder of this Lease,or
the application of such term or provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby and each term and provision of this Lease shall be
valid and shall be enforced to the fullest extent permitted by law.
14.9 Time is of the Essence. Time is expressed to be of the essence with respect to this Lease.
14.10 Memorandum of Lease. At the written request of either party, the parties hereto shall
execute and exchange copies of a Memorandum of Lease in recordable form outlining the pertinent terms
herein contained. No provision of such Memorandum of Lease shall modify the provisions of this Lease.
14.11 Counterparts: Execution. This Lease may be executed in multiple counterparts by the
signatories hereto, both of which counterparts, when taken together, shall constitute one entire original
agreement. Facsimile signatures shall be deemed and treated as equivalent to original signatures and
each party agrees to furnish the other party with original signatures promptly after transmission of
facsimile signatures.
14.12 Governmental Powers. It is understood and agreed that by execution of this Agreement,
Landlord does not waive or surrender any of its governmental powers or immunities.
14.13 Trinity Uptown Project. Landlord and Tenant hereby acknowledge and agree that the
Premises is located within the planned development area currently being referred to as the"Trinity Uptown
Project". In order to assist with the development of this project, the parties hereto do hereby agree that
portions of the Premises may be utilized by Landlord for roadways and/or the bypass channel.
Notwithstanding anything to the contrary herein, upon a final determination of the location of such
roadways and bypass channel, Landlord shall be entitled to terminate Tenant's rights to such portions of the
Premises under this Lease without cost to Landlord provided that Tenant has not yet exercised its Option to
purchase such portion of the Premises as set forth in this Lease.
14.14 Interlocal Aseement. The parties hereto do hereby acknowledge the existence of that one
certain Interlocal Cooperation Agreement (the "Interlocal Agreement'l by and between Landlord and
Tarrant County (the"County'l for the use of a portion of the Premises, which Interlocal Agreement is on
file in the City Secretary's Office as City Secretary Contract No. 28745 and this Lease is subject to the
terms of such Interlocal Agreement. Of even date herewith,Landlord shall assign to Tenant all of its rights
and obligations as licensor under such Interlocal Agreement,contingent upon the County's approval of such
assignment. Tenant shall assume, perform,pay,fulfill,and discharge, in accordance with the terns of the
Interlocal Agreement, all executory liabilities, obligations, and commitments of Landlord under such
Interlocal Agreement arising after the date hereof.
14.15 No Third Party Rights. The provisions and conditions of this Lease are solely for the
benefit of Landlord and Tenant, and any lawful assign or successor thereto,and are not intended to create
any rights,contractual or otherwise,to any other person or entity.
[NEXT PAGE IS SIGNATURE PAGE]
LEASE AGREEMENT AND OPTION TO PURCHASE PAGE 17
014295040
IN WITNESS WHEREOF,the parties hereto have caused this Lease to be executed as of the day
and year first above written.
LANDLORD:
CITY OF FORT WORTH
By:
Attested By: Printed Name: =FselerJ
Title: Assistant C' MqfiageT
Date executed:
bvtarty Hen ix
City Secretary APPROVED AS TO FORM AND LEGALITY:
By: C-Z 0 6 S3
Printed Name: Peter V aky -2 6-t?S
Title: Assistant City Attorney
TENANT:
BLG NORTHSIDE DEVELOPMENT,LP
By: BLG Northside Properties,LLC,its general partner
By:
Printed Name: Carl W.Bell
Title: President
Date executed: + 00 6
LEASE AGREEMENT AND OPTION TO PURCHASE PAGE 18
0142950v20
EXHIBIT 1.2
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EXHIBIT 1.5.A.
COMMENCEMENT DATE NOTICE
This Commencement Date Notice relates to that certain Lease Agreement (the "Lemma, "} dated
November 1, 2005 by and between THE CITY OF FORT WORTH, as "Landlord" therein, and BLG
NORTHSIDE DEVELOPMENT,LP,as"Tenant"therein with respect to the land,as"Premises"therein.
Landlord and Tenant hereby agree that for all purposes in connection with the Lease, (a) the
"Commencement Date" referenced in Section 1.5A of the Lease shall be November 1, 2005 and the
"Expiration Date" referenced in Section 1.5.A of the Lease is October 31, 2011 subject to the renewal
options as set forth in the Lease.
LANDLORD:
CITY OF FORT WORTH
By:
Printed Name: Dale Fisseler
Title: Assistant City Manager
Date executed:
APPROVED AS TO FORM AND LEGALITY:
By:
Printed Name: Peter Vaky
Title: Assistant City Attorney
TENANT:
BLG NORTHSIDE DEVELOPMENT,LP
By: BLG Northside Properties,LLC,its general partner
By:
Printed Name: Carl W.Bell
Title: President
Date executed:
EXHIBIT 1.5.B.
RENEWAL OPTION
1. Grant of Renewal Option. Tenant is hereby granted the option to extend the Initial Term of this
Lease for two (2) consecutive extended terms of six (6) years each (the "Option Term'),
provided(a)Tenant is not in default under the Lease at the time of exercise of the option,and(b)
Tenant gives written notice of its exercise of the option to renew not less than one hundred eighty
(180) days prior to the expiration of the Initial Term or the applicable Option Term ("Renewal
Notice"). If Tenant fails to exercise any of such renewal options, then Tenant shall have no
further renewal option rights. Each Option Term shall be upon the same terms and conditions
except(i) Tenant shall have no further right of renewal after the second Option Term prescribed
above, and(ii)the Base Rent shall be determined as set forth below.
2. Terms Applicable to Premises During Renewal Term. The Base Rent per square foot for the
Leased Premises during each Option Tenn shall be based upon the fair market value rate per
square foot for the Leased Premises.
3. Possessory Fee. The Possessory Fee for the applicable Option Term shall be computed in the
same manner as set forth in the Lease.
4. Procedure for Determining Fair Market Value. Within ninety (90) days after receipt of Tenant's
Renewal Notice, the parties shall have the fair market value rental rate per square foot of the
Premises determined in accordance with the Appraisal Process set forth in the Lease.
5. Rent Adjustment. The Base Rent will be adjusted on the third (P) anniversary date of the
commencement of the applicable Option Term to an amount equal to the CPI Adjustment;
provided, however, that in no event will the Base Rent be reduced due to the CPI Adjustment.
The CPI Adjustment shall be calculated as the Base Rent then in effect multiplied by a fraction,
the numerator of which shall be the CPI Index for the month prior to the month in which the
adjustment is being made and the denominator of which is the CPI Index of the first month of the
applicable Option Term. The CPI Index as used herein refers to the Consumer Price Index for all
urban consumers(for Dallas/Fort Worth,Texas,unadjusted for all items) of the Bureau of Labor
Statistics of the United States Department of Labor. If the CPI Index is discontinued during the
Term of this Lease, the adjustment called for by this section shall be based on another index or
other statistics published by the Bureau of Labor Statistics that are most nearly comparable to the
CPI Index.
6. Renewal Amendment. If Tenant is entitled to and properly exercises its Renewal Option,
Landlord shall prepare an amendment (the "Renewal Amendment") to reflect changes in the
Base Rent, Term, Expiration Date and other appropriate terms. The Renewal Amendment shall
be sent to Tenant within a reasonable time after Landlord's receipt of the fair market value Base
Rent. Tenant may exercise its Renewal Option notwithstanding the fact that Tenant has
previously exercised its Option to purchase for all of the Leased Premises so long as there
remains a portion of the Premises subject to the terms of this Lease.
EXHIBIT 6.1A.
EVENTS NOT PERMITTED
1. None upon Commencement Date
EXHIBIT 6.1.B.
SPECIAL EVENTS POLICY
Special Events Policy & Process
Transportation and Public Works Department Street Management Section
Public Events Program Manager 311 W. 10"'Street
817/392-7894(phone) 392-8941 (fax) Fort Worth, TX 76102
if any portion of a City street and or sidewalk within the City's right-of-way is to be restricted or closed, it is
necessary to obtain a permit from the Transportation and Public Works Department.
Nei hborhood Private Events (block parties, Crime Watch, Neighborhood Associations, Code Blue, etc.
which involve closures of city streets classified as local residential streets.)
These are events open only to persons residing in the general neighborhood. Permission of affected
citizens is required. Submit a written request with a petition with signatures of those affected by the
closure. Submit written request three weeks in advance of the event.
Special Private Events (family reunions,wedding parties, holiday parties, etc. which involve closure of city
streets classified as local residential streets.)
These are events open to persons residing outside the neighborhood but sponsored by a person who
lives on the street being closed. A Certificate of Insurance showing the City of Fort Worth as an
additional insured in the amount of$1,000,000 general liability is required. Submit written request with
signatures and comments of those residents and/or businesses affected by the closure four weeks in
advance of the event.
Public Events (festivals,concerts,etc. that involve closure of city streets)
These are events open to the public. Notification to all affected residents, businesses, etc. of the
specific plan and any comments from those individuals shall be submitted to T/PW at least three (3)
weeks in advance of the planned event.A Certificate of Insurance showing the City of Fort Worth as an
additional insured in the amount of$1,000,000 general liability is required. If alcohol is to be sold,
$1,000,000 liquor liability insurance is also required.
Private Property
If an event with anticipated attendance is 500 or greater, a Special event permit shall be required
(Churches and Schools exempt). Required to comply with Special Events Process and ordinances.
Health Deoartrn
If food or beverages is served to the public, it shall be the responsibility of the Event Holder to obtain a
Health Permit and arrange for food handling training from the Health Department 817/871-7255.
Texas Alcoholic Beverage Commission(TABC)
To serve or sell alcoholic beverages it is the respnsibility of the Event Holder to obtain the proper
permits, licenses and training from the Texas Alcoholic Beverage Commission at(817)451-9466.
Fire Department-Emeraencv Medical Service(EMSj
It Is the responsibility of the Event Holder to provide EMS, Public Safety Plans (in accordance with the
Fire Code, Section 403.1.1, and 403.1.2), Site Plan which includes the event layout,tents, cooking
arrangements, Fire Marshall,etc.as required by the Fire Department.
Police Department
The Event Holder shall provide Security, Traffic.Control and Emergency Evacuation Plan as required by
the Fort Worth Police Department Special Events Coordinator's rules and regulations. The Event
Coordinating Officer is required to attend the Pre-Event Meeing before approval of the event is granted.
Parks&Community Services Department
Application must be submitted forty five (45)days prior to event if held at a park location
Revised 5110105
Pagel of 10
Special Events Process
Other Special Events in the City Right-of-Way
Viol
When additional City resources such as additional Police or Firemen are provided during a Special
Event, the Special Event Deposit will be retained and the Event Promoter will be billed for the additional
amount incurred.
Any person who shall violate any portion of this special events process and ordinances will be subject to
fines, probation and/or revocation of Spada] Events Permit.
All requirements must be satisfied two(2)weeks before event.
If an event, as indicated below, is held or staged on a City Street, right-of-way or sidewalk,the
Special Events Street Use Policy&Process shall be followed:
• Parade or Procession
• Tournament or Competition
• Festival or Cultural Event
• Exhibition or Show
• Concert
• Carnival
• Run Event
• Walk Event
Structured walks require that an Event Official be present at the start line of the walk. Please note:
Prior to starting the event,the Event Promoter is requied to announce that"running is not authorized
and to do so is at the risk of the participants'
• Filming
If held or staged on a City Street, right-of-way or sidewalk, please follow Street Closure and Special
Event policies. Street Use Permit Fee:$250
Please note:
If an event,as described above,is held in the Central Business District(CBD), Historical Stockyards
District or Cultural District and the event has anticipated participants of 1000 or greater,a CerEifical of
Insurance listing the City of Fort Worth as an additional insured in the amount of $1,000,000 General
Liability is required.
Pegs 2 of 10
DRAFT
Special Events Process
City Sponsored Events
A City sponsored event is defined as a special event that requires City resources such as traffic control
devices, on-duty police officers and/or fire department personnel during the event.
Service Requested s of units Unit price Total
Delivery and pick up of traffic control devices{includes crew,one pickup&trailer
event holder required to set up devices)Minimum: 2 persons/4 hours per person $221.64
Traffic cones will nPA be provided $
o Type 1 Barricades(Includes sand bags) $.50 $
each
❑ Advanced warning signs(includes sand bags) $.75 $
each
o Tandem Trucks 12 cubic ft. (includes driver) $.77 $
Per mile
o Sand Grade#fi cubic yards 12 c.y. $13/cy $
❑ Street Sweeper for clean up after the event(includes driver) $25.70 $
Per hr.
❑ Parking Meter Rental -$6 per meter+$20 permit fee $6.00 $
TOTAL DUE S
The charge for this service will be determined based on the size and set up of the event. The event holder is
required to pay all fees two(2)weeks prior to the event.
The use of TPW resources will be limited to the following events at the above cost:
• Stock Show Parade
• ML King Parade
• Environmental Management-Annual Clean Air Fair
• Hispanic Heritage Celebration @ City Hall
• Juneteenth Parade
• Evans Avenue Celebration
• CFW National Night Out(FW Police Officers-Code Blue& Neighborhood Associations city wide)
• Annual Library Fest
• Historic Handley Festival
• Convoy of Hope Community Outreach
• Kick the Can Event-benefiting Tarrant County Food Bank
• Parade of Champions
• Most Uvable Community
• Veteran's Day Parade
The Police and Fire Departments may elect to provide resources on a case by case basis far the above
events, as the cost associated with these events vary according to the magnitude of each event.
Contact the Police Dept @ 8171871-6423&the Fire Dept. @ 8171392 6834.
Page 3 of 10
Special Events Process
Transportation and Public Works Department Street Management Section
Public Events Manager 311 W. 10"Street
817/392-7894(phone)817/392-8941 (fax) Fort Worth, TX 76102
These Temporary Street Closure procedures relate to the closing of City streets and or sidewalks, or public
rights-of-way for Public Events(3) days or less. Temporary Street Closures for Public Events of longer than
three (3) days must be approved by the City Council.
EllulbilitvlCriteria.
1. Streets may be temporarily closed if they do not interfere with necessary traffic circulation, or police
and fire emergency routes. This requirement is normally satisfied through use of streets during
weekends and holidays and with permission of relevant City departments.
2. Profit and non-profit firms, corporations, and/or associations may request street closures.
3. Temporary street closures conforming to these guidelines may be approved if determined to be in
the public interest.
4. For-profit organizations are required to obtain permission from City Council prior to closing a street.
(Generally takes two weeks to obtain Council approvaO
5. No Interstate Highway or frontage road shall be closed without permission of the Texas Department
of Transportation.
Requirements:The following requirements must be met:
1. An application for a temporary street closure permit may be obtained from the Traffic Engineering
Division's Street Management Section.
2. Submit request in writing six(6)weeks prior to the event.
3. All requirements for an application shall be rnet two(2)weeks prior to the event, or the permit will
automatically be denied.
4. Event holder, a representative of the non-profit organization and the Event Coordinating Officer
for the event must attend the pre-event meeting (4)weeks prior to the event.
5. Fort Worth Police Officers are required to be on-site during the set up/removal and operational
hours of the event
6. Barricades are required to be staffed by an adult(18 years of age or older)during vendor setup
and take down and during event operational hours.
7. Provide IRS 501 (C)(3)documentation for non-profit organization
8. A Certificate of Insurance showing the City of Fort Worth as an additional insured in general liability
for this event is required. The amount must be$1,000,000. An additional $1,000,000 liability is
required if alcoholic beverages are to be sold.
9. An event site plan and traffic control plan must be submitted for any event. It is important to maintain
access to businesses for customers and to keep adjacent neighborhood streets open for area
residents.
10. Provide a copy of your notification letter to all affected Businesses and/or Residents
Not
fficadon:
The Event Holder is required to provide written documentation (English and Spanish,when appropriate)
to all residential, non profit and commercial properties,and specified organizations and agencies
affected by the closures, including all closed streets and businesses and tomes within a one(1) block
radius of the closure. Notice to the public must be provided at least three(3)weeks in advance of the
event The notice must state the dates of the event, the schedule of concerts or performances and state
the time restrictions street will occur. Any questions or concerns from residents, business or property
owners shall be addressed by the event holder prior to issuance of a permit.
Page 4 of 10
In addition to property owners, businesses and residents, the following organizations must also
be notified of any request for a street closure at least three(3)weeks prior to the event:
Phone# Fax#
1. All Permits
Fire Prevention, F.D. 392-6834 and 392-7635 392-6867
Police,Traffic Division 871-7110 871-7118
Health Department 871-7255 212-2713
2. Central Business District Contacts
NPD#1 871-6423 or 871-6400 871-6408
Downtown Fort Worth, Inc. 870-1692 335-3113
FW Transportation Authority 212-2533 215-8902
F.W. Visitors &Convention Bureau 336-8791 336-3282
Convention Center 884-2222 884-2323
3. Stockyard Area Contacts
NPD#2 740-2103 740-2122
N.F.W. Business Association 626-7921 625-9744
Fees
A Street Use Permit Fee in the amount of$700.00 and a Special Event Deposit of$1,000 shall be
provided to the City for street closures to ensure proper clean up, etc., reimbursement to cover damages
to public or private property. In the event that the requirements of the permit are not complied with in
full, the Event Holder shall forfeit the deposit. This deposit does not apply to Event Holders who have
conducted public events in City streets/right-of-ways for more than five(5)years.
All fees will be addressed at Pre-Event Meeting, including fees for Police and Fire Departments as
determined.
Schedule
The following schedule(Exhibit A) is recommended in order to provide sufficient time to plan the event,
notify businesses and residents, obtain approvals of plans and a permit two weeks prior to the event.
Approvals
The City Traffic Engineer shall approve or deny any request for temporary closures that are in the public
interest and/or may waive any technicality related to this policy.
The City Council must approve any closures exceeding three(3)days.
Page 5 of 10
FORT WORTH
CITY OF FORT WORTH
TEMPORARY STREET USE REQUEST FORM FOR SPECIAL EVENTS
Only those"orary strest closings not Interfw"with necessary tramc circulation
and poke or fire emergency vehicle routes shall be permitted.
DATE:
NON-PROFIT ORGANIZATION REQUESTING STREET CLOSURE:
NAME OF REQUESTOR:
ADDRESS OFFICE PHONE 0 FAX* MOBILE 0
REQUESTOR'S EVENT PROMOTER:
NAME OF CONTACT PERSON:
ADDRESS OFFICE PHONE 0 FAX 0 MOBILE 0
REASON FOR STREET USE:
COORDINATING POLICE OFFICER: OFFICE PHONES
MOBILE PHONE 0
CHECK ALL THAT APPLY:
❑ SIDEWALK
❑ LIST NUMBER OF LANES TO BE USED
❑ FULL STREET CLOSURE
1 ST STREETILANE TO BE CLOSED (LIMITS) FROM TO (BEGIN A END)DATE AND TUNE OF CLOSURE
2ND STREETILANE TO BE CLOSED (LIMITS) FROM TO (BEGIN A END)DATE AND TWE OF CLOSURE
3RD STREE17LANE TO BE CLOSED (LIMITS) FROM TO IRWIN A END)DATE AND TIME OF CLOSURE
4TH STREETILANE TO BE CLOSED (UNITS) FROM TO (BEGIN!END)DATE AND TIME OF CLOSURE
STH STREiTILANE TO BE CLOSED (LIMITS) FROM TO (BEGIN A END)DATE AND T1013 OF CLOSURE
CLOSURE TIME COMMENTS:(PLEASE INCLUDE THE OPERATIONAL HOURS OF YOUR EYE"
TRANSPORTATION AND PUBLIC WORKS DEPARTMENT
STREET MANAGEMENTISPECIAL EVENTS
311 W.10"STREET
FORT WORTH,TX 76102
(SIT)392-7694 FAX(SIT)3824941
Page 6 of 10
SPECIAL EVENTS TERMS AND CONDITIONS AGREEMENT
1. The "Street Use Permit" and Traffic Control Plan (TCP) must be on site during your event at all
times. You are authorized to occupy only the area(s) noted on the permit. You may not occupy or
block access to additional city property (sidewalks, parking lots, rights-of-way, etc.) or private
property without permission.
2. Amplified music is prohibited by City Ordinance after the hours of 10:00 PM Sunday through
Thursday and after midnight on Friday and Saturday.
3. An adequate number of portable toilets, including mobility-impaired units, are required.
4. All necessary food and/or beverages permits and information for proper dispensing and handling
procedures have been obtained from the City Health Department (871-7255) and are in
accordance as stated under Model Food Ordinance#9827.
5. Permits for dispensing alcoholic beverages shall be obtained from The Texas Alcoholic Beverage
Commission (TABC) (817-451-9466) at least two (2) weeks prior to the event.
6. Daily litter removal is required in the vicinity of the closed streets. Litter must be removed from the
sidewalks and streets inside the event area and for one (1) block around the event on the morning
after each scheduled event day prior to 8:00 AM.
7. Off duty City of Fort Worth Police Officers or other peace officers licensed in the State of Texas
must be on site throughout the events operations and outside the perimeter of the street closure to
provide security and traffic control. The Police Department shall determine the number of officers
required for the event.
8. When it is the opinion of the Fire Code Official, it is essential for public safety in a place of
assembly or any other place where people congregate, because of the number of persons, or the
nature of the performance, exhibition display, contest or activity, the owner, agent or lessee shall
employ one or more qualified Fire Marshals, EMS and Public Safety Plan as required and
approved, to remain on duty during the times such places are open to the public, or when such
activity is being conducted, in accordance with IFC 2003 (SECTIONS 403.1, 403.1.1, and 403.1.2).
9. The Event Holder shall comply with all requirements of the City's Street Use Requirements and
any additional requirements as may be attached to the Street Use Permit.
10.The Event Holder shall be responsible for costs of repairs in excess of amount of deposit and shall
be invoiced and due within 30 days for all costs related to these, or other, requirements.
11. If the site is left in as good or better condition than before the event, the deposit will be
returned. Reimbursement to cover damage to public or private property shall be deducted from the
deposit at the rate of three (3) times the actual cost of repairs. In addition, when the City of Fort
Worth has to provide on-duty resources due to the lack of Security, Fire Marshals, etc., the event
holder will be billed for this service. Please allow approximately 30 days for processing any
refunds.
By signing In the place provided below and as the Event Holder,I am in agreement with the conditions listed
above and will abide by all requirements.
Print Name Signature of Event Holder Date
Page 7 of 10
LRO
(SAMPLE TRAFFIC CONTROL PLAN) END
o swit des cry$9
Z flwd Closed(p
^�►t .l. Rmd nosed Ahead
c� L Aoed Closed W/Demur Arrow
All. Plow Closed v Double Demer Arrow Q
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Page 8 of 10
FORT WORTH
CITY OF FORT WORTH
DEPARTMENT APPROVAL FORM
FOR
SPECIAL EVENT STREET CLOSURES
EVENT HOLDER: EVENT DATE:
RESPONSIBLE OFFICIAL
ADDRESS PHONE* FAX• MOBILE S
REASON FOR STREET USE:
POLICE DEPARTMENT APPROVAL
COORNINATING POLICE OFFICER:
CELL PHONE i
DIVISION CAPTAIN
SIGNATURE DATE
FIRE DEPARTMENT APPROVAL
FIRE MARSHAL:
SIGNATURE DATE
OFFICE PHONE S CELL PHONE S
COMMENTS: (PLEASE RETURN THIS FORM WITH THE REQUIRED SIGNATURES(2)WEEKS PRIOR TO YOUR EVENT)
TRANSPORTATION AND PUBLIC WORKS DEPARTMENT
STREET MANAGEMENT SECTION
311 W. I6TH STREET
FORT WORTH, TX 76102
(817) 392-7894 FAX (817) 392-8941
Page 9 of 10
(EXHIBIT A)
SCHEDULE FOR PUBLIC EVENTS IN THE CITY'S RIGHT OF WAY
Event Holder shall submit the information noted in the time frame shown below
SIX(6)WEEKS BEFORE THREE(3)WEEKS BEFORE TWO(2)WEEKS BEFORE
THE EVENT THE EVENT THE EVENT
Pre Event Meeting with the following: . Certificate of Insurance,General Liability All approvals obtained from following:
• Event Holder and; • Traffic Engineering Division
• Event Coordinating Police Officer . Liquor Liability,if applicable. . Police Department
• Non Profit Organization(if applicable) • Fire Department
• Fire Department • Health Department
• The T Transportation Service
• Parks and Community Services(PACS)
Special Event Fees due: Written notification to affected Property • Drawing of Traffic Control Plan
owners,tenants,businesses,residents,and with locations of all temporary traffic
• Permit fee$700.00 specified organizations and agencies within control devices including a legend
• Deposit $1000.00 a one(1)block area of the event. noting the type of traffic control
• Police devices to be used.
• Fire
(Fees for Pomke and Fbe to be detennined at the Pro-Event
Meeting)
• Preliminary drawing of site plans for event • Final Site Plan
Including the placement of stages,vendors, . Departmental Approval Form for
fencing,tents,ticket booths,seating,toilets, Special Event Street Closure
etc.
• A Traffic Control Plan including detours • Permit issued
shall be submitted.
• Special Event Terms&Conditions
Agreement(signed by event holder)
*Permit will not be issued without the certificate of Insurance.
ALL REQUIREMENTS FOR A"STREET USE PERMIT" MUST BE MET NO LATER THAN TWO(2)WEEKS BEFORE THE EVENT.
Page 10 of 10
EXHIBIT 9.4a
VOLUNTARY CLEANUP PROGRAM
PROGRAM APPLICATION FOR PREMISES
(EXCLUDING TECHNICOAT)
89/81/2894 14.40 9735. .45 W&M t'A@it: 82/19
NLY
PCk=mbar
'VW PABJI no
T"MNATURAL MSOURCE COAMVAMON COAatWWION
VOLUNTARY C7.R dIVUP PROGRAM
PtraPIaaf AppMudoo
Plaaa complds 96 Fotm wA a sgtreumW Lam to rogaad anfiftos ad rsviow Am Mee
Texas Natural Reaeum Coawr lion CoMWAdoe ( Off in the VohmlW Cleanup
PtW=(VCP)puram to#261.604 of dw Tow Solid W9sto Disposal AOL
Compide dl appHmbia aeotlom.go TNRW may tejax beanWiete or ina MM appliiu UM
a par#361.60S of Ste"own& To w=M*oatnplats tills f m,please raft to do VCP
AWllcW=lnoftcd=o at all flm TNRCC's VohmMy►ass*Seed=at(512)239-3891 wife
aaq►goagioons comming fee compladan of Ws form.
General 3#e Ialbrntralion
Sys Names'
A,d&m 600 Natth bw tMuftaa dM listed as SM Notffi Cctaooaroal: AN&=
Grid Cameaev. I3i� Lot A. N Pt Zj A Blt 3. n test notice of said aebeetnr
hmor*sliu—ell b Tack M.atnaoda Miff ono aae in size MM b aid-at to a 1NR+CC
attar i.�w'sUB3 ivr�rab�ar,�i,Citia�.
CkY 1%9 W-a t Caunly-Mynot�Zip Cod 76106.
ft Sias(acme) seetWOWS _ .�._._...
AWH aft A frw pot:Ma- or eoRity nddnj review and app mval of a plot at mport and/or
isrtw" of a VCP Cadficata of C MpldM by dw TNRCC Ap fiv of A l rarpouble lbr
WOW of TNRCC cab of tevlsm ad ovaaWs mlaa btdiabd ofirwm on pass 3 of this
AwHaW 0k 9Fat W—=h Taw
cow"Pa m�I;�BMW Ttde ._.
Orpmdrf4lon f, ofFatt Wafh ftow 6lM:M pot
Aft" 1000inadaskid
yC�Yq..►,_iA tt —side- Tom , i ZIP Cods -76taR
in hopuly_ INOW i
v
1
Tp1�.ya1dM1Z.:•Rt101d'N�000•Nl1tI0M�tia61011l1
09/82/2004 14:40 972& AS Um PAGE 83/19
Appllamt B
Applieot Ogg lvk tb id%
Coataet Pmm Aneoo C.Matiek 'Cite Ofi Maoaaor
Orpoindm l bt Tn&wbfzL Inc. Phone 973-4Z3-6410 FAX 973.4?.3-0t8S
Adkm 1300 Kmd&Avanne _
City mmdd- vvn ._ SWO FTew LMU Zip Code 07960
Im 1 01-inhopom Owner
AppBml C
Appimt Toxw kdenoWmA Baaebd.L.L.C.
Contsict Pawn Carl W.Bail T1t1se Chsitmaa
Mpnisatim j jMy MMdaat HaWWW.L-L.0 P'hOW 9W21-¢01_FU
Adhm IlM N.Qft PIlLmN
C' DOW - Stdo TEN...._Zip Code 73448
Ulmst in Property A mm Wm
Current into Owner(if diffCct nt from an applicant)
Cast PMM Title
Orpnaafian Ph=U Fax L J______
aY Stato Zip Code
Other Coat actsr(Cms ultaplt/Attamy)
For Apples A
aab�rnte ChatP,MM Momw
asn ME I[9M Phone M3414315 Fax 972-34141365
Address 1201 H3ldiae Rand
Qy state Zip Coda 7Sai __„_
For ApplicM B
Noma blok P.agnim +Jtle PI ,rrRN{ilY�
OeS Wntlm 8soarn A CWMmm l Phow_713-759.0999 Pox (713)30s.3886
Addreae
cay FHottab A Stara TOM Zip Cade---77
2
1�iloCtAw��s 22->r�W 7f1600-o�war•a.rns.r.shee
89/81/2884 14:48 972L '•.145 wa PAGE 84/19
BM"bforn Adm
.1 If billing dumM be directed to a pmm otltn tit A k4m A. p]aaes sow the regrind
babes wA imdude weir dgnstare owsoftS to the obhpd m For pwosco of
TNRCC ovadot cost.
NIO*Q Tide
O%Ndndm _Fg U
Addtm
city sate Zip Cods- -
Sip UI=Of chmaft Dmr.
CW rent Property Use(Ua pert nUp if site is divided bto different ase cadegoriee.)
Rnidemtid Other(e.g.WoWtwW,reareationsl) .
Nan-reddeadal X If na-taidutisl, type of budoen dw da ooamoed as a
Maghombgn olem� r astslnt ft ma the l�ffieouaY►_IM. The dW ie
cue�eou fi�me""them
Is a rant esbt, ht Ws doe?Yes X No
IFyae,what is do ptamted alodmg dde? hoa=I
L:sHtadNi.on¢tade
Lwatds(doge=,shim.,sec.Nor dm imW doSma) N 3�iLZW"1
Lade(duet,aeby sec.W or de+cimd dagtees) W -97JEM
Dab of wll@Wm 1AM OwnbOm ptnvi ft wHoWas dab MhbW Dante (SW of
Fort Wocth Deou_te�,�of�fvQomouotal
Cbeelc the moused nsad oo de rmm lath &and bsgitadec
__.._QPS-Real Thus Dgk=dagy Cmabd
CM-feat Pnc=W DWmaenddty Cmucud
—.�Alp btpold+Iou-DWW s lld me—Hft_a&
DOQO
R'�i(�S.plan sbte ptosmaiomd unit bevrd maneq mpdel amm6at and aoamracy tdlersmoes.
oaring MP bbWbIM Phan shot wMd USM gaed mV was tend ihr bftg =dam.
If uft DOQQ bftVobtiom,p1me sea wbkh DOQQ was used Ox ifcpolatiam.
t�n�ocv.r..u.�b+ewAoaa-v�.na��r.�..wa 3
89/91/2M4 14:48 972, 4145 WSM PAGE 85/19
Doer ties latitude ad longlt We listed above raft to that
Cs»tar of flee pmpeeey?
X.Min a tmw to do property?
plewc deaaibe
VCP Xft*i ft and Involve ni nt With Other Regulatory Programs
Is the sots=Wca to a TNRCC permit w sdemniatradva order?Yes No X
Have ra powe sadws been initiated at the side agar A0119967 Yee No_&_
Notes >taspoaae sc&u imddW aft Apnl 1996 may cwec flat app9cemt to %=me
tneUlft for des VCP.
Hera a etas or fodad Notice of Violefim or any other nodee of m+tom mere wdon bean issued
tag to wneamiaaaon at the sits?Yee_.&_No
Ass dov bases emir prior comet vft say 90 or ibderal areviroom=W regulatory psvgrms or
rsiating m cuvk0=Mw MM at this suds?Yea X No
If yes, please die ell prior o neW wide any stag* or Sda W aervuoemmd tegutatory
pevgreems or agenm which rebu to each of these "esdoos. Aftub addiGwA shoots as
OR I:Cb11ealV 1. 19M- that U tad Wu Enviramamw Prot an cy., Il).made a
prelfmminir�ass eat of dre Aa 9MIN Cveme MM I—ftLM W 1, 190,SPA oondetcted a edte
iasoection. 7Ehc sibs _ was hmd ere i�,a r ztccar_ u 4;..:::" " y.
ft's Wow in Mw 1
ft
- MA ad the Tmcsa Deesetment at—WON Itasoames c1'DWl1 as eeau 1 d trades
gee Resom+es Ceoservadm and Reeovety Act MAW. Ths ft wu�imliM wi@t
do- -iA oloesree islets.
Ot
a Mod DkoWn
Tka --4mo"w UL M M"dw" 12 mod dow L kFARAM
to&Vdwa_ ts�on send dis doaeo.on Meer 17.20dL tlse TNBM IMed a
Leon to Gvt0+vide ooeamaM oe dw Jme 12. 1997 site bElffigdo=at gftg Cviw 180
days�d�--_ ,_._—____..,.�_
4
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67/99 371dd Im stir IPJL6 0v-,tit p68b/16/60
139/131/2984 14:48 9725�-.145 WaM PAGE 07/19 w
'Plane dacdbe.
Applicant's Intended Response Action Objectives(Cleanup Levels)
Not(mown at&fs dma Applieam ar dm to naive guidtmee ftm VCP staff prior to the
105*5 of s VCP agaoeema t.
Toss i U*liteducdm Pcopsm(MM Rolm 00 TAC-Chapter SM
Claatt>ap to Raoatady Standard A.Tiaar i Levefs-Death Ptooasive Cawmft ion Laval
(PCs) egumdom. See table tw list of PCU for o mmom ocnitsa m No physical
Conuals necammy.
_„- Clamp to Remaly Standard A, Tlar 2 Levels - Desalt PCL equations, site-specific
psaam+eum TNRCC Mwd&Na physical Comob owanmy.
a mMT to Remmedy Sftdad A.Tian 3 Laves -Propoad PCL equsdioss based an site-
spedfic psra naturs,user proposed modes.No pby"cos umb neceaauuy.
Clete to Raamedy Standard B,Tier 1 Levels-Default PCL Muadm4 phyded controls
necessscY• .
._..Cbma tp to Remedy Mo dard B, rmw 2 Levels-Dehult PCL equademsa wft sum Ato-
o PropWtY POVAOW4 Ph*CW oORWIS necas 1111f-
�.�.�,.tlaallYp to Ramedy,'lalfOdfd 4 L lad LtiVii3
physical oonhvls ao=".
M Rdit Q30 TAC C k"tar 334)
Clamp to waio ddgmwd laves(Was**PST Plot A m"k=uM).
Cleasap to dit at+mdfm dek based tav* not nlymg oats emSbom" or inititudond
ale(Ibbmiap PST Pin B mphmmmut
speaS$c �vdicD tdy on aa�eeaaing or i>sa
(MlowhIg PST
ova'( )
A Risk Rmhudm Stmadard 2.
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89/01/20134 14:411 972 1145 W&M PAGE 11/19
TEXAS NATURAL RESOURCE CONSERVATION COMMISSION
VOLUNTARY CLEANUP PROGRAM AGREEMENT
INTRODUCTION
This Agreement is antmed into volunarily by the Chy of Fort Worth, Texas (Applicant A� Cytec
bduaries, lac. (Appliced Bh Texan independent Hssaball, L.L.C., and the execuwe director of the
Tens Named Re wum Conwtvadon Commission(TNR= rob Agr uma is not sad salt W be
cmattved as an a&*don of any liability under flea Tess Solid waste Disposal Act or aW►other law or
as a waiver of alp►dnrlbnse to such[lability.No approval havander or receipt of!Folds basby shill be
fatten a it watmW as 1a safMloiency or dhaay of**respoees aetbae.Thu purpose of d+is Agreemad is
to ddall do obiipdaw cad fWcdons of act pasty,rdoW to the vohmtary respow action peeoess ss du
American Cyanaasld Am ft, ,00 N.!ones,Fort Worth,Texas(Siws Volaabny Cieaemp program(VCF)
No.1359.
The acdvWa oondoeted by the Applicants under this AVwmest aro sobjeot in approval by 7 WRCC.The
annul a co Waded by the Appilwtts shall be consistent with this AgtserneM all applicable taws and
ngelsdm and any appropriate guidsnce documwA& Applicants shall employ sound sckrWfic,
eaginea ring and combuWa practices.
$TATBM M OF ELFCWB M
7%execative dirsaw bas determined Nut the appliattoa submitted by the Applicants Is comptew and
Oil des Sion is elide co psWelpsts in the VCP o"llsked ander Sabohapier S of Cbsplar 361 of the
Hesltit and Safi y Colo OW If the agency d9weviees that the Applicants wtthhdd or a mspressiod
•,,� itformedon dud wantd be eslevm to die Sites aligtdliey,the exami"director may msneiss higher
right b wMftw firm this Apeement.
PARTIES BOUND
nib mat shall apply in ad be biWkS upon the Applicants,dwk ofllews,diradmv, principals,
employaes, revd"m to deea, agenb, succcam% eobsid w over which dw Applicaab axaroias
canto!,and assligns and upon 6@ TNF4=its employees,qp%assigns and successors.The!Doris
to ibis A.peamew wft that they are lolly suWaiod to e:oeansa and legally bind the pasties they
roprceatt.No change in owen**oorporata,or patmaeship amen of Appliwtb shall In any way alter
their mom cr reaponatbdhfes under the Apresned mdess an A,ppilme or TM=withdraws from this
ApwsceL
Applicauts siall provide a copy of this Agreement to nay subs *wd business owners or successors
bdbm owau"riglnta as trndWrsd.If as Applicant Is also die ownw of the Site,ere Applicant sludi
stall provide a copy of A vmtW to all w�sbm* �la owWW o laboroftissf and costsultash
TAM an ersditted 10 o0 WW any-av* peefonnad Hadar 9& AV=u*K whbie 14 days OW sine
elllective dace of this Apowned or wMis 14 days after dw dots of romdning their s rviaea,whkh wa is
lane.
'l
•neecrk,n rose.v�ras u-a,.+Mer�er.awta.••.to�.e�aa.
09/61/2064 14:46 972. 4145 wam PANE 12/19
DU N11TKM
`~ "Sift"mom the area described in the VCP aWmadon,a abed wd ine vxMd Mersin as ftb t"A"
or.if dw smartive dindw approves the Appgm*' regaert b address a partial rmpoim#Aims was.
then only that patios(Le.,dw partW response action arse)of the area desorrbed in Exhibit"A."
ADDRESSES FOR ALL CORRBSPONDM4M
Dmmaf, kakdias rePohs, aWmak it Whoa m& disWmvala, and odrer mmWomfoom so be
aubmided ender this Agommott.may be cart by oe W W map,rstvrn m;@W rmpmbd.hmd delivery.
otsr d*map or by amli r swWw to the fblbwfal addreeee1 or to arch addnmw ss the Applicants or
1N=may dame in writin%
Documents to be sabmiftxd to TNRCC should'a sort to:
Mai1Mg Address Overeiglst/ x"=Mail A %n
Mile Frew Mile Freer
Pndwt Maaager pmjcdmmmpt
Vokutary Ckanap Section Vowntiry Clmannp Seddon
MC-221 MC.221
P.O.Box 13087 12100 Pack 33 Circle
AaKi%TX 71711-3087 Aa3do,TX 78753
Doom m be delivwed to the Applicants d=M be not to (MdWe naft addron and phone
mmber).
APPIIGSM A.
city oii;m wady, run
Britt eoeruer,Dbeator
1 Theoakromo SOaot RManeBo�nant
Fat WOW4 Tam 70102
now. 8174714M
Fax: 817-87140 9
Applkaat B:
• Cybo kww*les,Tno.
1300[fit.lKaeabk A MmW
Morriakm%Now]sissy 07960
Mmc 973-42S4410
Rare M425.0185
AppRomoM
C41 W.Bel L.I.C.
Ism N.Dan Parkway
Z
t:e�oc�rw tamQ.wow rs•a"w+noo.Awrtew.slrwwwtre
.•vunwws•stdr,►-ss,���
6
dottsolo 4tquslw► Of s Fum 01 AW al A
POW PWMDOP 40A
DOM MO W WmPMn W Psi OR PFM XMWN pm mmqd amw Vm fI oq1 iq
pmRd ssotp pant gwom pataa so a%P n4!Aps Ss gMjusp WM Wodu mom 4Www
t Maps! Uvgs sloalwqu p*bm a p u is aJa pm.MmmuW sp %a smpdvM al
-IM'tz"Nl Pgsp W t IIldmS AWWPMC+D P WJ Pw` M
#a mq p"vobS mastmwv mom"avm low VI.aq'tasosG pspP Visit
spldpftMi APMFUMM PW LOS VM lLW OW pAR ooplpMq pS =W"-y-
(dMll-spat/MAOM*uOWRM M MOW sW uopV nuodwa
(dXU-mluM a*Od WWRIft WM ss 1) Y AndoM pwliti►
VSS a=Id Ps4ls+l' I sssgd
(VSf);samnsY"M lummoque l Mu
*MUWDAVN.WcomwpwwAq popes
ussq ansq JO*Wma*V sltp al'uoM"l4s dDA oyt IIM PWBINR Sim"MM pw=qd ft*on wA
Sairiamos GNV s'wLLuq"
("prd wn3,OmaS Wl0d)PEE an OE
• (d1i11.L-sola�l wsiotd wpwm*m"MJL)Osf:)Y.L OE
'ssltu olgwlldds Aluo OP ue&*VIP dldw an nop ogra ampp mpilo ^.
P il9I o9+snW pus a41S mg aqi qqvogdde Atmsr!p Sgoq a popWk dllhit!oods ats mopelotJw
A sopu Sulo►ollap sy1 Put Y S 'ESE O%W *M o"P"=W sa & Of V@IN daA SU
mPomml dojo mmuoind so J%Amomm as 9oNM pIuwd
ms SapspWp ag olglsuodsu sq a'ip s"ddV mLL -fleauft+o stlsjW qm 1p oMqo oq
Amma mo m mgp live"pus suoWMdds pgdow p=dla*xwqu pp wj"1f+'"pms
Ma p4obw el shod a Pp PMgWAWP sl 31 sa'titll."49MW OPP Pow W.UWWgp Op Iptstsagabu
*ApwsWt atp gpu► Aldan pm pus oumAkW o" nopm" Mp ens pmM 11*8w qpm
aEst.pAoo loam s3wjMddy gSaogtls'pauabu sg ion 1p*gwnd lsq,o vM• 119.19E sMpmg 130
d9 PoPlsad n 'AAMOR Ott ft.*Poa MM otp *A 16*.! papa) sg M mmm.mbw lwopd
•OJWU Aq ftppm M ulMutpo pogn*=ssMttn'rsoPPdW JO'sMlPJD'MI
qm judo As mwpmm ap qqm Aoum IPA sm11ddV` per Pw sosuergpro 'sal Is*q jo
�qw`tom3c uo.MM.iddt W#W iqu=-Wp Osseo otp ul•pro rAw pV La "mv purr VOPAMWO
pas mil. !4 tm `sop+sumry Mull pa A1gPS pwpdmM
IMs q ptq"M M`BuI "%MW1dW PW taowptW IAM l 1m1 pus spp"3 olgss!Idds lts
W emildow tq psmm9F+sd oq IPnls pmu=dV spp of tMUW MuMI dY uP A4 w*tspaa Wm RV
SMYZ TIMM"HIM WMdt UH00
t�i9S-LL6 �srl .-,
l,OWII;-UA '90id
Ittst nw.L'sem
6t/Etd w spit. .c6 ed�bt p88L/t6/68
89/81/2884 14:48 97: .4145 Waits PAGE 14/19
aodvitles which arts necessary for Certificate of Complaion isumce,the following plans and reports will
be sabmitt►ed aceardias to the seheduls spauitied in Appeudlz A.
Ampam n b TN1tCC ronuneats an char afor an Toned sabtaitbls shall be is ao*mt mks whh time
bmus provided in 'ITi= comments ortders. Most comment leaves specify a 60 day rapones time
tlwne;hvwo%w,appliesou are encouraged to respond as soon as possible.
PMosed k mo hmd ace io be achieve:
-No ->esW"d fi e.,aotttmes+e filarial)
OdW(s g..Wtau twW or rea+ardional)
DWONATW PROJECT MANAGER
On or before do dfim ive dame of this Agracma*,des TNACC and the Applioun e1w11 sash designate a
projed maaager. Bach prclact mamgsr doll be responsible for oversees the hpplwineaI - -:of NO
Agrecomm The TNRC C project msasW will be the TNRCCr dakm;ted at des Site To
(Inaludini reports,gWovab end o6sr cows ondenoa)commuing the sadvides parhMmad pwmnw to
the terms and conditiaue of dais Agreement d WI be directed dmmgh the project movall s. During
won of tbb Agreeman;da rogmmve project musprs doll w hower posAk.opwM by
consensrs mil shall altsmpt In good AM to resolve diputa iatbrnedly d uicuo discus"of to Isaac.
Bach p ody bas die rigot to GhsW its respective prq d araroltor by no 8 foe alter party In wMas at
least five days prior to do ohaags.
ACMES
To the-m� n that the Site or alter areas wbea walk is to be perfa med banander is preus*owned or
�iiJiai++.i by7�i1'J.:i SiiS:i.N::..:7 ir1�:.rJ.?V'isii:l i:��%.i�s".�i'S3i�ii31'1t,�'id a�L.:�::wi±::� '`ry_•j v'v:3:i.,v: "�.�' tea.
its but ed6rts to oblah swase sgnwmebs bans dw pre at awnsm Beet aft s include at a
miahma%a cad iW leasarr Am Apponst to the pINn omer of mxh pi"uty mqueaft an mom
egrela�lt t0 perm#AppNeallts,TNttOC,drOU aathoris ell fop -sad; soata deshpotsd by the
TM=In acordaaoo with HOC,Seodon 361.75Nc)acoda b such pt+opstty.Atb suds a==agra
shall be kcaporatsd by tafkam into lhb Agreement. Sash sa agresmtatt dWI provide &aces six
Appliose No MCC and suthmiod reprmenuahm orTNRCC,sad person des*med by the TNWC in
aocatdeace whh HSC.Sit MI.752(o),as spsoMed below.la tits eveet Bret sash now egresmse Is
not obit aed, the AppV=W dwO so no* TNRM whkb ma tiros, at Its Mwm to t, esdst the
ApO mnb In pinbg access.
The Applicants shall pnovids audariaed r4pwamdves of TNRCC access to tba Stow ad otoer was
where work is to be peelbemed at ail moon"tines. Scarab access shell be aided ad*to do wed
beinsp-aft oa t6e Sills sad slob but eat be lia+sted ta:itspaetimg eeeosd>r opentlag log:and
ooapacb misled b the N*mvbwlsg t ptop+ga of the Applicants In am**out do so... of rbit
Agreana 4 oorrdn tp such tab,impecdons,sad sampling as ZNRC:C&W dates aooesaary,udug a
tamer',maw reowilks or odw doeamaatary bps for"ardivi*sad variMM So dab
submeittsd b TNACC by fhe A.pplioaab laeeander. 71re Appilwaa shop perm&TNPAX%adhoriaed
mp essetalivas to ou"d and am all recork look pboustapla, doomma k sad odwr wrttiW
irioloA, all suapftes earl sumaxieg dal, whia pertsm % foie Agressaemt and over wMah des
4
wraoe�e.�raa•�ss•dawa ren.m+e,...�e,..�,
09/81/2084 14;48 97'A 4145 WSM PAGE 15/19
Applicants may aterdes control. All pamons with mesa to do Sits pnnsuaat to tibia Agresment"I
comply with submitted bedlh snd IdWy phms.The TNRCC does not approve bealth end safety PIONS.
DISPUTE RESOLUTION
This seatlon(Disp m Rmkdon)shag apply to ay dispute&rising under any►seadon of this AVeemenk
Ofib" speeifi illy M.-pi-L It sh M be not4 that as provided for in HSC, Section 361.607, the
asa dve director or die Applieets in its sole discretion may terminate the Agreement by giving 15 days
advanced written notice to the odher.
1Ue parties shall one d wir beat ef11oR mh in good WIN resolve all dbpuks or of opinion
informally.9 bowever,disputes uLe cotaaming this Agra m at which the prides an unable to resolve
inllmmeliy,Ire Applicuo may presest written notion of snob dbpwe to TMP=ad sat form qsc fic
points of dispute and the potation of the ApplicantiL Ibis wrM m notice sW be sabmiod no hoer them
five cabrAw days ft*the Applkants discover the project menages are aseMs to resolve the dlWAL
The Appliants' project manager shill notify flit T W=s project manger immedistely by plume or
other sppropriats to don&of oommuslostion prior to wrbm notk%when kdMis believes dw pet les at
snoble m resolve a dispute WMIn ten days of mesipt or such a write n native,the TNRCC will provide a
written rwpones to the Applicants setting fords its posW m and the balls tb efts. Dwutg the five
ftlendar days fagowbng do receipt of die respells,the parties AM attanpt to newdme in good 60 a
oesolation of diely diflluesoes.If during this aWdstion period.The TNRCC concurs with the position of
the App[iessp,tiro Applicants will be notified in writing and Ibis Agreement shall be moditled to include
any necemly extension of tons or variances of work.
Following the expiration of do previously described eim4s periods.if so resolution of tho disputed bov(s)
bus brag ftedud,the enecedvo dkeolor&hap make a dmatnnIn"oa ng u ff gtbe dispute,based upon sod
-- consistent wilt tin tams of this Agreement and will provide wrltbea documentation of snoh deteminstion
to the Applicant
At this juncttuo,if disvotm mofatiae fails and either or both parties esercias their right to withdraw from
the Attsetnes by giving 1J days advaaos vmm notice to an ower, aniy bow +;ww viia—, id
obligated by the TWRCC bafbre notice of termination of the Agteamest are maoverabis artier the
AV*mnent
RE98RVATIM OF RIGWM
TNRCC sod Applbmb reserve all rights rind defenses they miry have purnut to any avWMh legal
=d6z 4►unless sxpra sly wsivsd bereim.
NoddM hoots is intended to rebeas, discharge,or in any way affect my ehrhma,auaas of action or
demands in kw or equity which the parties may have against any Pe-en i,Ion.pomwiP or .
Not a poly to this Agteemtaot for star Mi ty it may have arises out of,or W dbg in any way a the
Swerdlo% Misgs, Wastment4 MWgn&baavrortafio%rebrsse or disposal of any maoecla% bsxerdau
SUbSIOnaes, IM does ar=I% aanmmhrngs or poll-k-tss s4 m or horn tine Sibs. The parties to this
Agremmeat apreeshr reastw all rigltse e.WwA,d=WAN ,and eases of action Grey have mph*rants
otbsr.fed against cry ad NI other pawn ad entities vAvo are an puMn to this Agmemeut.
The Applloa 0 ro&erve the right to seek ooabfttkm% indemn1w.or any curer avaikMe remedy&gsbw
my Person o6w dune T1MM found oo be twporhsdhle or liable for aonMbution.indanrdty or odwwiw
inch any amounts which have been at will be expanded by tba Applicants In oormaet(ah with the Sits.
S
r+nhccv..Iahs-VWWM s:-r..r«+:An-p.r.a r.dm..lrr.,.
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-g"UNDAV 4+A qvm mtptom
Yi powW mw Wv%IS n1R=39 10 p uopw4uram 4o Yop110d"Womaju. 0*V m WM wmN
atd-%j°11m Wpdoxkb m o i,.P'*M 00 p1.Wau 1P4f Vouti 8v a%w ftWX
ao wpowwolduq vW+ +W to
lodl Va4oldvuao 9 f)AVR wwOMAY ft
Wp pr
opaw,p sWjM co pwmmmop s1 mqddv ap a*top1dWoojo wNpao 1 W vp=wj
aW•i oaqux�Wnpddv op=ap XWU'Oqa pelp.M Gq!pp Mumad y epic ompposd vU
HOLLOvdsLLvs CKY NOLLVNUqM
'�+; da1 P�'��Wa14����tHuao+�+W u►lu QiNrW PouBaB
uoyft se!WaV sq IpW Pw Ba "+► q•91Rfig*n�w1+ 'WM �y3! �JDLL=o d�aadie
pww A9 popes 09 Aim w w"Ay spu OAPWAMdal Pw uc*m MM m OOVKL P MMW
&WOOM GR A4 padp it 3++owDS*V 91%WVVA uo OPP SIP O91111i1f 3U§UM*d ll*p IOP oegOMo Alt
6i/Li �d WBfA Stilt OZIG Bd:tii vgoz/To/5B
89/81/2884 14:40 97e. .145 W841 PAGE 18/19
SWNATDRU
`-� AppNoRt A
Hy: Name
(s ro) (print or tw)
DOW Tete:
AppNoW 8
By. None:
(Sipe=) (Print or type)
Dais: T'Ale:
Appaunt C
By: Nana
(sipeatu�s) (tom yr�)
DdcL- Tides
TNRCC Rspressadtl►e
By.- Nma:
(signmamefudwrlmd mpraentntiNs) {priet or type)
pair .
8
naecc nes�tes�.w�.»•s sea.�wd.,vIa.aMlaw
09/91/2984 14:40 972 145 AM PAID 19i1y
APPENDIX A
SUBMITTALS AND SCHEDULES
Sofia—Riak Redmdos SbodaM 2
• Compktior Rapod—J*2001
(;msdwakr-1RMk Redaction Stmdaid 3
Wotk Plan
• Inveatipdon Report
• Riok Ameum t
o CFW to Air Pathway
e Dad Rm*kdom
o Monkering Schedule or Cmnptetbm Report
M•
9
�c w..�.vo.�u-R•dwi noe-w.•tao..�aesMrlw
EXHIBIT 9.4b -
VOLUNTARY CLEANUP PROGRAM
PROGRAM APPLICATION FOR TECHNICOAT
aci vc cvvt iiw vvwv nl-J •jrdd.vnvur rinnnvim rnA m. O'cao:4oav
- r. �v
09/01/2804 14:46 97T. A45 WAN PAGE 04/14
6
mudw
rA
K*444
TEZU NATURAL RESOURCE CONSERVATION COMMISSION
VOLUNTARY CLEANUP PROGRAM
Pkaae cooapkm dds tom,a TNRCC Palm 10400 and an ailment fam to re pM miatsawo ad
mvbew 5m dteTOM Next R+eaoau=CaumMian ColmWISim rN'NlI M sal(W the VOhmtaey
Ckamp Pmm=(VCP)paeuumt to IMI.04 of the Tom SoNd Wale Disposal Act. YOU may
dowaload dds d Mmmlk TNRCC Foam 104M and nay other VC F dm manta via die Internet at
bNpJ/www.stase. OWL
is applicable sections. Tiw TNRCC may re)eot i> =vh to or inaccurate applicadons as
per 1361.6W of the VCP statnto. To aowwely complete Ibis fay, please tsar to the VCP
Apkcadon J xmwdm or cell On TNRCC'a VdUMtKy 0011 >Ip Seadon at(512)239-991 with say
gaadoru coecendngdo compledon of this form.
Gaenerll�Side Iei'oxistattiaosa
Sine Nacre radm C O Site eru wow ears. ►i il MOM by Mr.910m Thm
ImIlm a I aaa.is Wmal br AO T@dmicw '
Site Size Nam) Ammd=Wy Z Acm
Repalated Entity R watice No.(if issued):CN-
A►Pp *)
AppRami A►('fire parson or amity seddng review and approval of a plat or mpod and/or iaum=
of a VGA'Cadficatc oaf Compledon by the TMtCC. Aft A is rapormible for paynnt of
TM=coats of review and avatrdoht m lm indicated othermhe an paps 2 of Ws,form)
Comm BdanDoemor Title '
Ctuoo m Rehisam No.(if lanced):CN-
or aa.Ca1vdbS Warrh Phono fll7 l871.a0e5,_ ft(jj7)a71Z-_
amest in Propeny
To sm ve lea of 7m=mrzapondmm? Yea, X _No
ApplWO N
APO Cvsec Imes
Contact Title ReaeeeNallon
Customer Rdamoe No.(if issued):CN
Organization Phone(m)3G9•m Fa I HgAll
ND1alaat 18 Propasty Q%W JM&Am 1-mm Rf,afd-SM vrs:lre gft IeL +as T ea
To mcdve copies of 3'NRCC co:r+eapondenee? Yes.. U No
ltatOCVMMaLl-Ulm eH .pwW..naM..�,earM
rr. v� rVV. aV VV•VV lU1 YLLLViIVVI 1 fIL Y7V 171E 111(i 17VI V•f•.VVf TV VV
- I •71
99/91/2N4 14:46 97Z ;145 Wom PAGE 05124
Appftm C
Applictrtt
CoattoCt *+�� C�4V_Ben 1 e C%dn as
cnaoo =Ra recce No.of bated .CN
,,-blunt it Penpeety BMMLIWN ,
To eve copies of -vandews? YG_NO 2M
If estate dL=dues list odws,tinder"Addid"d Appucantece Pepe 8 Of this fora.
Current She()IMW(if me r"ftm an applicant)
OwneKs�..����rt sr reord�ee,l-eon!won d site a�a e�re�er of Teo�ni�c)
Coataae P�eeaoa _w :ae ,_,�Tl�mat
OVIO z don Poona(Stz 1§ZWI5 FOX(slz)ass.. N
VAMRTANP-Plene n f d a eoeapleted form TNRCGIOM fbr each optima and the
canoes die tamer.
Other Co�atstcta(ConsQltmdAf�noy)
O*Mizigi
oft The IT Eim � Ph=(97M 341-8313 PAX r972)3414M
CSW gaze _rite Tx Zap Code 7_30_12-M
Nmmo(a).
Oqpdudmsad Mom.Lu. Pbone 63IMI() ft f M 03010
CRY OUR Stake ZIP Code 7=
B9ft inl'ormatlau
if bll w d=M be darted to a pam odd fm Appl=*A,PW=enw do raqdead hdonm don
below seal i WWv du*dpaadne cmicaft to the obllp din for pq=mt of TNNCC oversight
COW.
OgPMI don phoaw( t FIX -
Addeees
City Zip code
3ignattna of eoa.m Date:
09/01/20e4 14:46 972516w145 WSM PACE 86/14
CarreW Property Use(Use percentage if site is divided into different use categatics.)
Rvddemntial Other(e•g.,sgricalturai,re ereattonaq
Non-residential-ML)f nonrrosidential."dba hum IMM SIWg WAM MWdQ2&OQIMWd AS
Ia a real errata minsaction imminent for dds site?Yeses_ No.,_.
If ye:,what is the plarmed closing date?90 ft=1
Latitade/Lotsggitnde
Latitade tdWm,mM..lea.If or dod od depw*032A6.04N
Longitude(dog=&dn.,ea.w oraedmal dsm)097,20, W
Dam of oollectioa Organization providing c,aW ioo data MI bead and Mhialter
Check the method used to determine latitude and longitude:
OPS-Real Time Differentially Carected
CAPS-Post ft=e see Differrendally Corrected
Map Into poladw-Manual
.� Map Interpolation-Digital.MapblasLo m Dallas Ouadrangle
If using CPS,please state professional unit brand name,model number and soeuracy tolerances.
If using Map IntarpoWom.please state which USCS quad map was used far interpolation.
N using DOQQ Interpolation.please state which DOQQ was used for interpolation.
Does the latitude and longitude Iisted above refer to the
-ML Center of the property'1
Main entrance to the property?
Other.please describe
PCP Effaffi ty and Involvement With Other Reguktery Programs
Is do site subject to a TNRCC permit or adm nistradve order? Yes_2L- No.-,.,_(Sm
Atsat bwnt B)
Have response actions been initiated at the site:erase April 1996? Yea No_g._-Note:
Response actions initiated alter April 1996 may cause the applicant to be coma ineligible for the
VCP.
Hera a state or federal Notice of Violation or any other nodes of enforcement action been issued
felating to contemination at the sits? Yea_K—No—
Ass thane ban any prior contact with any state or federal onvwonmental Malatory programs or
agencies rotating to environmental issues at this aide? Yes-IL-._ No
Track=vvebm&I -asvisd M oei.we Ig g vmdm a mdm 3
09/01/2064 14:46 97251b4145 W&M PAGE 07/14
If yes,please&.Nd a a pifor coma with any stste or federal en regda my
progruas or spndm wMeh rclm to each of dme guestiami. Attach aMdonal sheds m
I An 211999, le inWo of 60 s b be O�bs Aa n=bY
Doocember 31.20bi.
h a rngnest for reimbwaement praappmval cnnendy Wdar review by tiro Pe OWM Storage .
Tank(PST)Program? Yes No.,,XX
H yet,then pkase describe the site's status in the PST Ptogram
Please provide ly and,n state and fedard ido fieation numbers ralawd to the property in
question.inclWmS my solid waste tegistra*a,kekiag petroleum d mp tank.CERCUS,
RCRIS,UrC,etm mgistcation numbers which have been assigned
TahniCoat- Solid Waste Registration P 30068
TMM Agreed Order Docket No.9W23-II3WF
EPA ID No.TXD982293912
Contaminated Media and Coat mats Pneswt
- ? .ram- -- vq
1.". G:-$.�-t � a.-.: Y.�t .........
Please check the chemicals of coneem within each contaminant col ogmy&-A the media which have
been affectmi-
Co�ab®irtaat Categoaty sail Gr un&A er Swf'acs Watec Sediment
*YOCs xx XX
*SVOC$
*Heavy Metals XX
*CModnate d Solventa XX XX
PedicNas
TFH
PCBs
Other
*Please describe 5&1.2=DCa.MMmljcRM TCX.KL M 14if L Cd.M NL sad Q
'11�Cv.�Lr 1� .Rid 7g00�.p.wer,slee.atia�e
----------- - --------
gg/91/2884 14:46 97251 b4145 WS M PAGE SO/14
Appriam es Intended Response Action Objectives(Cleanup Levels)
Not kRmm at ads time. Applicant wishes to reeelve guidance f om the VCP prior to the
signing of a VCP agveeznm
Teams Risk RadncUm Program Was (39 TAC Chapter 330)-Cheek APpro"te .
Standard and Tler Laud:
_,,,_ Self-Implmented Cleanup to Ramedy Standard A,Tier i Tier 2 Tier 3._
Non Self-implemented Clamp to Remedy Standard A.Tier 1..-_Tior 2 Tier 3
Cleanup to Remedy Standard B.Tier 1_71m 2_Tier 3
PST Rules(30 TAC Cbapkr 334)-Chedr Appropriste Standard:
Cleanup to gonedc dale based levels(following PST Plan A aeQuiranents).
Cleanup to aft specific dale-based levels not relying on engineering or institutional
coat-eta(following PST Plan B r+equire mesats).
controls(following PST Plano requiretrtenta).
Other(explain)
FedaW Browaff"Taut Dedstcdon
Are you requesting TNRCC won that the giro is eligible for a federal tan ded wdon under
the Taxpayer RaW Act of 1997 OR 2014)? Yes Now at this tithe
If yea,please submit a Bmwn&Ws Tan Deduction Pre-Certificaioa Fong This form may be
downloaded San htlpJiwww.sinstuaalfpermitds�hemad/vJhmrl.
State PropeEy Tax Abatmn ts for AmmMelds
Are you interested fn signing an ag=meat with the local taxing authority to receive a paVerty
tax abatethOut Aw issuance of the VCP Certificate of Completion,a allowed under Section
312.211 of the Texas Tax Codes? Yea_.. No jUL Not at this time
B Yar please read the application instructions for more fef m adom about this tax abatement.
Environttmmtml Assessment
An environmental mumment that includes the following information must be attached to this
eepplicatWn:
TNMW%JMIJA 11 -at�r�eel.pweou,v�eo.toke�tr
99/81/2W4 14:46 97251t3445 WSM PAGE 09/14
1. a legal duedpddm of the site,hWadiug a site map drawn to Scale;
2. the phydeal eh------ datics of the ate;
3. the eperaiooal history of the site,to the enmt the history is ba"by the applieaat;
4. information that the applicant is aware of cone aittg the natcto and Went Of any
usstion andlor release at the site and in axes contiguous to din site;and
S. relevant information the appUcam le aware dd concerning the potoWd for human and
environtnental exposure to cootarninadon at or emaensting from the site.
Intent to Patrtis I"ft
Tla whaigned requests oveesigitt by the TNRCC of investigxIM and clesoup activities of
posaibla d d--ltamtttatidln at the property dasca"bed above and intatds to negotiate in good faith,a
written ogtoewo ct with dw TMC:C to provide techdcai and wphtory omdgk Tilts fivent to
Participate does not constitute such an aggeenont and addw TNRCC nor die undwWpued wIH
be boamd to proceed with VCP oveacaight unless wed►an agreement is executed. Applicants
should be aware that in order Poor the TNRCC to issue a VCP Cerdflcate of Complexion for an
entire site,dkc applicant must provide adequae information to docurneat that the attire site meets
the applicable standards. An an doxastive,the applicant may pursue a VCP Certificate of
Completiem the only a portion of the:site,ss a partial response actian area. The agreement will
doa=U the project wdvities of each party and will require Applicant A(umkes indicated
oti,arwise on page 2 of this form)to reimburse
uus, aititi�.�.lw 3u�: s.;s G'ra:t`:u�i91 Z:�Sa. By CtiuTCi:rt::cb
that exceptpftg areal limitations with psttial reSPOnse actions.tall erstvitoennental media which
e zoned the critical Prawavc CoS►oemtratidxt IAA&shall be addressed through appropriaa
response acdons.no«ttdarsipted dorm the applicsaft financial capability to perform dre
volwttsty cka W.Mw Executive Director may also request addrtt=d ftdbrm�u to support
Ids affv Melon.
With thin Immnt to Participaw,the undersigned does not afedt or assume liability for
htveadgadon or cleanup of the site. In addition,fire undersiSned my terminals fhe boo to
Mcipate at any done. If the TNRCC rejects die application.it will notify the applicant and
WTWR rho nosoma for rejection and will,nAi nd baK of the application deposit umleas the
applikant lndddsdes a do"m tesubmo it a corrected appHo dom. An applicant can resubmit an
application awe without submitting an additional aMUc adon fee, if the applicant t+eaabmits
within 45 days d1w the rejection notice date.
DCpos(t d Overt Costs
'rite appfi ent must summit with this application,a deposit In the swu nt of one thousand dollars
(s1AO),made parMe to the Texan Natural Rwomoe Conservation Commission. Depoaita may
be made in the foram of company or personal ddtedcs. 1f a deposit drA is nturtned due to
insufficient ltiurda,the sppliostion will be corWdered incomplete and will be tsjeowd. Cash
deposits will not be ucq ted.
PhOn sarearte dds 1186M to Pardelpata 1n dw opme below and ndurn it and gel wodeW
doewnsob(e,`.,emvhvootmasrta!aasawott nposis)to:
tre0cic war..�., .4.4.r tlm0l•t'�M..ow.11.M.
��• �� �-�• •••� �� Vr .I rr V••VV• • •.uY•V•••i. •Y• ••V• '�VV•TV VV
09/01/2004 14:46 97251b4145 W&M PAGE 10/14
Aftnden:Caddo r
T�Natard Resource Conservation Cosomissinn
MC-214
PA Hoer moss
A=dn,Tess 78711-AN
For evends M or arorma mg please use fire hollowing street addnw-
Aumdbm Caddw
Te Nob wd Resource Caumr odw Commission
M"14
12100 PU*35 Chde
A=tb4 Tessa 78753
Note: Please do not seam the w d associated documents direetty to
the VCP. This will only resait in a delay in proceidn your application.
Correctness of IufornuttlOA
The undersigned eftu n that the information contained in this application is true and accurate to
the best of their knowle ft.
Applicant's Signatures
�S
By Brimm K.Boom
(
Dates 20QI Titler D rec�mr,=De�actmdtt of EnvirnnMOW Menu
Conwy: QmQfFb_t ward.TX Pitons:f�i7_}Vh- w -- --
App@cant B
By: • Nam ;AMN r Marek
(dptateue) (print cc ty w-)
Date: /d�����/ Tida R�wbion Mana�r
Courpany: GM LIMEMes Inc. Phone:14 l 569- M
1HItCCVA 3.1-2 heaIM1.0 IN, NIMsL�ae
09/01/2004 14:46 9725164145 W&M PAGE 11/14
App� C
By: Name: Cad W.Ben
f� ) (grim ar rim)
Date: 12 200 I Yitic C6aitm
Campany:Texas Bassball,L.I..C. Phoncj(2Z 581�t
Ap tb
Carl W-13e11
( ) (Nrint or type)
bate:_ O � Tine:_ ehaieman
Campaay:LaQrave A�eauon Gam�naav L.L.C. Plwre:(�71)581-48a1
AppUemt E
I r?-
(aigutmce) (print or typo)
Date: Title:
Company% Phone:,(._
AppNewd F
$Y: Name:
( ) (print or type)
Date: Title:
U►� P1,ane:S��
'It�laeC vrUee 7.i-brYee xseN-pews vp�sra6wleee
89/01/2604 14:46 97251b4145 WN PAGE 12/14
Suppienteat to
Appileadon to Partldpate in the Voluntary Cleanup Program(aVCn
TechniCoat,Inc
Environmental AasetementInformatlo»
301 Norfheast 6th Street
In.Worth,Tem
I. Legal description of the Site:
The property is identified a a 2-am rectangular shaped tract of land located at 301 Nmil and 6°Street
("Site's in Pt Woardt,Tsvm t County,Tests. The Site is Wind on the natthwest by 61e Street;on Ate east
and nottlwm by loner Street;on the south by ommoy undeveloped lam and on the west and southwest
by a builftg and curmatly tmdevdopod land (formerly a Cytee facility). A map depicting the
apptrouht+ate Site boundaries is ptnvided as Figure 1.
2. Deson of physical charactarlsllcs of the INC
The Site is currently undeveloped with sligltt vegetation. Previous land use sacotds indicate
mmm&ottas<tg/l& industrial activities have oceumW on this property. Tim Site is located in an
ittdtitstrial anew of 1?'t. Worth north of downtown.According to Ate U.S.G.S. tcpo Whir map, the Site
slopes gently► to flu nard:cast. Cnontdwdor elevation deft indicates tot the Smmdwow !lows is a
rr -M±��+.,••-��«.��I.��Mernroir r+,,.7wrvity'.River. I%e S1t%is located in fhe 7�rittity Aivcr Hood plain
3. OpenrtlmW history of the Site to the eta that le Immewn by the applicant:
A historical mview ntdicates drat the Site was occupded by a metal fibrication facility and a metal
coadW company. It is unclear of the exact historical activities that ecCmied on the property. Tkentost
nerxmt operator. TechniCoat. Inc., applied epoxy-bond coatings to andonsw curls and assembled
f:besglaas component- The prior openaw, Sou*crn Anodic; Compay, conducted sppHostion
proses ,16 for moral plating,snodizin&epoxy and outer coatings. Excavations perforaud des irsg rho site
assessettaut revealed bnvY teary stands, waste metals, ad other debris associated with metal
4. 1{ohn"atiea of wtdcb the applient is swan Concerning the Nature and arrest of say
rdcvastt oaataatioatlon or release at tiro Site and hasasdiately rontigttout to trite Site, or
Wherever the contamination cause to be leedW:
Three W&have:been previously identified as located on the Site. One UST was retaovad in 1997. One
concrete tank, identified is Hu documents as a "Hazardous Waft Tank", was laud and hound to
oodtsin buA tg debris wss retnovod in 1997, and a ror F-,-dy discovered twit drat is presumed to love
contained chlotkmod sotvants. The pots ual hbtaieal release of product from any ofdwn wdm is not
known.
VOCs have been identified as the predominant groundwater contaminant in this arm Cis-1,2
Dichloroothylate, trans-1,2 di�eao, tettachloraethyleae, and ftl chloride,
were tie specift contaminate idetMed in the p mundwater. It is important to note that the exuae of
this contamination in believed to be it combination of industrial operations in this area.
Paso I
��61l0170S
89/81/2884 14:46 9729194145 wam PAGE 13/14
RMA Mebls and otWeas were ideudfied in tiro wil, From"Sa w ttp of otpnks kknfilled x)4me,
tole m, and ski boamp— Cwhrhtm, teed. nfaW, and dvomitmt were idwdfwd &mugh hisWcal
sampling eveaft Hivb led soil sampling occmTed Snm 1987 tiaou*M.
S Rokvffld 12 ormattoa of ww bite epplitant Is ablate aoneal"g the pote*W for bttman
cq mun to coubmimtoft t at the SIM
Mw Site is locstad w tb an induct W on and is not resft o blo to the public. Us Site is
p MIS, y»adevetoped sod does not hsvc a fbna ptoventittg the public&one agwm a to the contandeated
Soil. No fmpwt to d*dit water is=Wcipated,sin=dti*l"walar in dais area is obtained from mx hce
onaba reseevvits stud no gromdwsbst:
�evLed-620t 7os Pge 2
09/01/2884 14:46 97251,445 WSM PAGE 14/14
Supplemental informadon Conoerning the Agreed Order on the
TechnlCoet Site
301 NE 60 Street
The TechniCost Site consists of two adjacent tracts of land that are •
approximately 1 acre each. The northern acre of the Site(referred to as the
"Northern Portion"in the Agreed Order)is owned by TechnfCoat, Inc. The
southern acre(referred to as ft"SoWhem Portion"herein and in the Agreed
Order)is owned by Cytm inc. srW was formerly Wased to TechniCoat and its
predecessor company, Soeliern Anodizing Company, The Site is located at 301
NE 8e Street(Block 232, North Fort Worth Addition)near the intersection of
Jones Street and NE 60 Str+eat in Fort Worth,Texas In the near northside
neighborhood of Fort Worth.
Aaxorcding to available Information,the TechalCoat Site was operated by
Southem Anodizing beginning in the mid-19809. Southern Anodizing teased the
Southern "on from American Cyanamid Company,which owned the Southern
Portion before Cytec,beginning in 1985. In 1978,TecthniCoat and American
Cyanamid Company executed a loom covering the Southern Portion that
supercaded Southern Anodizing's prior lease. Although the axed date of the
G"�I—,a VI tiie I e.V{:6Al.,C:Gti Ce-J 5iat., i:5<°tf a i`Tfs- l!t rc't P.n-1Ahlf TPehnIC.aat 1aa4pd
the Southern Portion undl May 1990 when the Southern Portion was returned to
American Cyanamid. The She has remained abandoned and inactive since
1995,when a fire destroyed all onsfe structures.
Release*of environmental contaminants from historic operations at the Site
resulted In the issuance of an Agreed Order by the Texas Water Commission on
August 19, 1991,and amended by the Texas Natural Resource Conservation
Commission in June 1999. f4storic operations at the See included. but are not
limited to, plating,coating,painting,molding and manufachming. Contaminants
encountered at the Ste Include volatiles and metals above TRRP and Risk
Reduction Rules health based criteria.
It is the inbat of the City of Fort Worth to purchase this property and develop it in
"unction with the adjacent Cytec site(VCP 1360)Into a minor league ballpark
and attached fables. The City recognizes that State of Texas regulations
preclude the acceptance of the Sits boo the Voluntary Cleanup Program when an
agreed order exists. It is the indent of the City to meet both the penalty aspects
(through the payment of the purchase price to the Commission)and the technical
aspects(via the aitacdhad VCP commitment)of the Agreed Order. We are
woridng to place this proposal on the agenda of the Cornmbsloners of the
TNRCC and have the Agreed tinier temated. Once the Agreed Order has
been terminated,the City will complete the appropriate agreement and complete .
the assessment and rernedlation of the property.
EXHIBIT 9.4c
RAIL JOINT PROPERTY
LAND DESMPTU tk THOM MM WOW WW UXVM"OWT OF DAT AMP A 0151MM OF 00.90 FW To A OR WIL SET RIIN A
(1M ALL w wy 1.aLga A-a wm LAOO OONMNT A10N10M.AN AWNWM 10 1MT CITY Or TORT■OR111 TAOX MT MWI. "go fpwa*wu RRACL
TCOS.ACONOW0 TO Oa hAl 29VOM1D to TON44 30-14L ftK Ta FIAT AN,OOM TMMW COOk11V.TDAS(r w w.),!Ado
LOT 1 KW Wa PAMONSY=0010 N 0403 AM POWN6 AS fOLL06 TtOM 101TM 30V~EW A WMAAA:1 of 25M FEET To A ra aw LLT Win A 11NNOt OropFA 9RD%"-
FOR TNO 1015114041 LY COMM OF WIO LOT 1,SAW MALL MNO N WE MORI1LiRli a-o-w LR[OF r01A1TN Suar,
COMMDMO AT A*4 MW MON 04 MW AT TIC WFOIMM11 a All M 111MoRT ANT OF FAT(R-O'R)LNE at TMIM
Awm
MWT ALO TML mmy 4•4-0'ME of NOAN CbY1CL 810w.aw mw 400 am IN soumLlTLaLI cap""OF LOT 1. Or .50111N W`Oi'W`�n MONO fAo R-0•w UK A ONTALICL a AM FEET to A rR PA.0[T MIN A RAfMd
VA=!0.Wft r="m AWflOiLL AM AmUgw TO w off or FOOT wMrm.TAP&wr OpMR.TcLW AS MOOIROfO N FA+•tD-w fL4A'1
r Lmmrl 206 A.FAa 117.P.M.C.T.1 TtttAllfE NORM 3E'VW TIESF A INTAKE OF 1100 FM TO A Pa POLL SET MIN A wfla!TAMPED,'APLa OMC:
THOU TIDm 70'00 W aw.MONO tam TAamy IMMt 01 wAT Loa or tMW cowma stow A mug=OF THENCE 1Lro M WOW TTW A 01514WA a 12 W FM 10 A NI VIAL Ott TTTM A IMNXR=WPM-sT3 NAAA-1
ISLO FELT TO A FN NAL MIT MIN A WAR SP 14M 7PL!SSW ION ML PW OF 119 MNIN0 TOR 149"WIN
OFV AKD LOT 11 ThEft tAMM 1MW'W EA3T A OM MU Or 12"FELT M A M WA W TON A NASM NTAIPM-RM RMA't
THEM NWTN OrWo off.mom wAo RONT or wo tm A mTm"Or 200M 707 10 A r0 VMS Orr MIN A THOM SWR1.70'E0W VW MM SAW 01104MY a-O-M ENO.A ONOP L OF SIM fM To A R NOL 891 Mm
NA&MA UAW%'WU MW.N TN MIgUr IT-"LOX Or CALMOaM ATaGIk AIVORfIR�T W-�1MIL AtO TIIL Talk Im WHIT spow OR OF 1N14 AFO r vow
IOAT .LOYLL 54110 PAL IM�RhAS m.41mcC1MW or 3.4
I THENCE SWM 39'o0'Wr' A
NO
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WOW aAwat�R„6n W WE wroo'ao-1NW.Aow sro ii.m It-",It-",A o1NAax a pS 00 FLIT 10 T1a PONT OF
, BEONINCIO AW AMO LDMAOMO 1.T71iAM or fA110. Oa a ILaf.
f � I
,
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STAINIM aw
I LOT f I Y
GLOM AM.N p�
A, ; !! !! fT N ?• fold.� UNION sLARNDi.eT.rO A
CITY OF
WI �11 . $ VOL 5963, t3. 23 H cam► 8 O
'^ W D.R.TC T. o DO'E .00' SIAMMA Y110 0% i LL
X.4 TOL A17PY,an g(� aMrAIM a
• Z
►T
V1 A Il $� 10'AL"WV YACATM aT OTT 0001NAMCL►OW «y 4 10'A UMV YAArA=LIT PTY OIONNOOL 0 0770 '
2�
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(M Z BLOX A—R 01N tlNRT e+ 0
:+ ffsflm 03 (L � 2. P08 F
YawNM�iaRY rAL°"oNw $• ! :
1.71D ACRES Nmou.l
l j
74AW SF. ..
ma- $30'"o PONNtslI1-/rAONR ----.`--.."..-'-"-- k
sTAMPLl. Ans!!tr Ft3fT00'tiD )47500' rig
wa.Il L W �L'1Q ` �`•,
` N. COMMERCE STREET
170'R_O-�l
/L000"Al Nf1.7 l v AD' at tell'
COMMIT
COINYIOR►ARLL Mw A SAP A fLro INWT
s Its alAM& Iqul ArPLMf ro M N TML 4 AMIt ONA OFRTIFTCAFO
mMI/JXN L AMTT POMLLL It0.41LNLO�I,SOW MW dY ALPNLlp17i D:L
F YIN OLIT7MMM TO R oOTFIOE fo0-IT'M T COtS! 1NAt O[ 0 PC A�Y�Y yApL
_ 0 110M Ap11OalYriit OM�1111µ11pp�� MO IDIC110AbI1LW3 00 FaNOm00114
aMcm AL 91001."All COMIO1f Am AL vow
r,,P,,
A S�JRVEY OF
nowr , LOT t, BLQCK A—R
� MML m co /VAN 1 m a sv r To Rp p1/1EI11 a ,r ,�, UNION LAND COMPANY ADDITION
�" nrtc otlrlkmAr A/0 B WSRCT ro ALL UFCYaisA ayiAATT FOLELL
N0"Is-OF-DAT ATW ON"MOM"OF atom OMT �v7N dt KOftIOLO FNQLi00MAl UWO fllNt[Y011#MCI D1t M&T ps"". — - HAM MGFWAMM Na M4T10lFTIF. TARRAN7 COINiTY.7Fff�1SDAB[! OI LOl 1 bock A-K IN M LAM COWA61T AY1ick On Odit-to MO City
ODrth.Twwd C-mtjt Tom%a 14wNd In Ym,i0O-IaL P9 tS.PTOt
RowdN TNrm{{Lwrlii Taws,antl a pardon of R 10'A olway%mmIN►y City o1
w30.T..i c.,,, UL
rvws Toy Powao land Suhotiaq we k.w w.uxs 7/1/lA 1/YR nC
EXHIBIT 12.7
REFUSAL PERIOD
1. The first Refusal Period shall commence on November 1,2011 and expire on October 31,2012.
2. The second Refusal Period shall commence on November 1,2014 and expire on October 31,2015.
3. The third Refusal Period shall commence on November 1,2017 and expire on October 31,2018.
4. The fourth Refusal Period shall commence on November 1,2020 and expire on October 31,2021.
EXHIBIT 12.8
MEMORANDUM OF LEASE,OPTION TO PURCHASE,AND RIGHT OF FIRST REFUSAL
This MEMORANDUM OF LEASE, OPTION TO PURCHASE, AND RIGHT OF FIRST
REFUSAL is executed effective this I'day of November, 2005 by and between The City of Fort Worth,
having an address of 1000 Throckmorton Street, Fort Worth, Texas 76102 (referred to as "Landlord'),
and BLG Northside Development, LP, having an address of 301 NE a Street,Fort Worth, Texas 76106
(referred to as"Tenant").
Landlord and Tenant have executed an option agreement contained in a Lease Agreement dated
November 1, 2005 (the "Aaeement'), pursuant to which Landlord has granted to Tenant the right and
option(the"Option")to buy certain real property situated in Tarrant County,Texas and more particularly
described in Exhibit A attached hereto (the "Pro a '), at the price and under terms and conditions
described in the Agreement. Unless exercised prior to the expiration of the initial term, or, if extended,
prior to the expiration of the extended term,Tenant shall have no further interest in the Property pursuant
to the Agreement.
The terms and conditions of the Agreement are incorporated herein by reference. It is
understood that the purpose of this Memorandum is to give notice of the Agreement and the Option, and
that all rights,titles and obligations of the parties are to be governed by the terms of the Agreement.
LANDLORD:
THE CITY OF FORT WORTH
By:
Name: Dale Fisseler
Title: Assistant City Manager
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on the day of , 2006 by
Dale Fisseler,as Assistant City Manager of The City of Fort Worth.
Notary Public,State of Texas
f
TENANT:
BLG NORTHSIDE DEVELOPMENT,LP
By: BLG Northside Properties,LLC
its general partner
By:
Name: Carl W.Bell
Title: President
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on the day of ,2006 by Carl
W. Bell, as President of BLG Northside Properties, LLC, as general partner and on behalf of BLG
Northside Development,LP.
Notary Public,State of Texas
r
EXHIBIT"B"
JULY 24,2007 LETTER FROM CYTEC
F
CVTEE
CYTEC INDUSTRIES INC.
5 Gar*Morartaar Plaza
West Paterson,NJ U7424
9733-949 4009
July 24,2007
Mr. Michael A Gange
Assistant Director
Environmental Management
The City of Fort Worth
1000 Throckmorton Street
Fort Worth,TX 76 1 02-63 1 1
Re: Request for Approval of"Site Development Plan"Under Terms of Continuing Agreement
Between Cytec Industries Inc. and The City of Fort Worth
Dear Mr. Gange:
Attached please find a counter-sue copy of your letter dated July 23,2007 requesting Cytec's
written approval of the Revised Site Development Plan which was approved by the City's Zoning
Commission on July 11, 2007.
If you have any questions,please do not hesitate to contact me.
Sincerely,
CYTEC INDUSTRIES INC.
Anton C. Marek,P.E.
Director, Remediation
attach.
cc: T. Mesevage,Esq.—Cytec
E. Boyle-Cytec
C. Lopez,Esq. —City of Fort Worth
B. Boerner—City of Fort Worth
Fort Worth Revised Site Development Plan
........................
rORTWORTH
July 23,2007
Anton C.Marek,P.E.
Director,Remediation
Cytec Industries Inc.
5 Gan-et Mountain Plaza
West Paterson,NY 07424
Re: Request for Approval of"Site Development Plan" Under Terms of Continuing
Agreement Between Cytec Industries Inc.and The City of Fort Worth
Dear Mr.Mareik:
Capitalized tams as used herein as defined as set forth in the"Continuing Agreement"between
Cyter, Industries Inc. ("Cytec) and The City of Fort Worth (the "City) that was recorded on
November 30,2001 in the Real Property Records of Tarrant County,Texas.
This letter requesp Cytec's written approval of the attached Revised Site Development Plan,
which was approved by the CiVs Zoning Commission on My 11,2007. This Revised Plan will
"Exhibit B"to the above-referenced Agreement.supersede and replace the Plan included as"Exhi
Other than as set forth above, approval by Cytec of the Revised Site Development Plan does.not
modify any other term or condition of the Continuing Agreement and the Property shall remain
subject to the restrictive covenants set forth in the November 28, 2001 Special. Warranty Deed
pursuantto which the Property was transferred by Cytec to the City of Forth Worth.
If the attached Plan.is acceptable to Cytec, please indicate with the appropriate signature(s)
below. This Ruvised Man wffibe e eil in fts Mee flap in*0 Ewa twig
weeks, so we would greatly appreciate your prompt attention. As always, please contact us
immediately if you have any questions regarding this request.
IY.
A-Gan
AGFAM TO BY:
Anton Marek
Director,Remediation
7,1,9,Ylv 7
Date
cc Thorns MesevaM Esq.,Cytec Christa Lopes,Esq.,City of Words Brian Boamar,City of Worth
Attachment Revised Site Developn=tPlaw 7t2007
ENVULONNEqTAL MANAGEMENT DEPAMNEW
Tm Cffy of Foxy Worm IM Tmwcommm ST=F.T * Farr Wank Texas 76102-6311
8173924MM FAx 8173924359 wwwJortworthgDv.org/dem
Frbsted®mod paper
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Key Features of CytecKey Features of Property Sub-Areas
A)Commercial Space +' ;{ • ...._.. .... . ....
N.'Main Street
B) Commercial Space,Garage
C)Parking,
D)Drill Site
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gdeonica•. Site Plan Exhibit
............................ .,......
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 7/31/2007
DATE: Tuesday, July 31, 2007
LOG NAME: 02BLG REFERENCE NO.: C-22280
SUBJECT:
Authorize the City Manager to Execute an Agreement with BLG Northside Development, LP for
Purchase of Approximately 36 Acres of City-Owned Property Near the Intersection of North Fifth
Street and Commerce Street and a Related Agreement for the Purposes of Allocating a Joint Gas
Drilling Site for the Extraction of Natural Gas in the Vicinity of Such Property
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to Execute an Agreement with the BLG Northside Development LP (BLG) for
the purchase of approximately 36 acres of City-owned property near the intersection of North Fifth Street
and Commerce Street (the Property) in accordance with the terms and conditions of BLG's Lease
Agreement and Option to purchase (the Lease/Option) (City Secretary Contract No. 33411); and
2. Authorize the City Manager to execute a related agreement for the purposes of allocating a joint gas
drilling site for the extraction of natural gas in the vicinity of the property.
DISCUSSION:
On November 14, 2000, (M&C G-13075) the City Council approved the purchase of approximately 35
acres from Cytec Industries, Inc., (Cytec) to assist in the development of LaGrave Field. On July 30, 2002
the City purchased an additional 75,000 square feet of property, bringing the City's total real property
investment in the area to approximately $776,000.
Under the terms of BLG's Lease/Option, BLG currently leases a portion of the Property at fair market value
for LaGrave Field parking, special events and public events, and has assumed responsibility for normal
maintenance and security of the leased Property. In addition, BLG has a possessory fee interest in the
remainder of the property and has paid the City a possessory fee each year that is equal to the real
property taxes the City would receive if the property were not tax exempt. The term of the lease is six
years, with two options to renew for two additional six-year terms. The Lease/Option grants BLG an
option to purchase the property at fair market value, subject to certain conditions. The City retains its
mineral interests in the property in the event of any sale. On July 2, 2007 BLG provided the City with
written notice to exercise their option to purchase the property.
In accordance with the Lease/Option any rent paid toward the lease during the lease term shall be credited
toward the purchase price of the Property. Rent and other payments to the City eligible for credit towards
the purchase price totals $92,259.52. In addition, all authorized improvements are subject to being credited
toward the appraised price of $1,900,952 or 1.21 per each square foot purchased. The purchase
agreement includes the environmental clean-up as a site improvement and would credit a total of$800,000
in environmental work funded by the Brown Fields Loan Revolving Fund (BCLRF) to the purchase price
paid. In addition the $800,000 loan will be repaid by BLG and loan fund will continue to revolve for future
Logname: 02BLG Page 1 of 4
environmental clean up loans throughout the City.
In order for BLG to exercise its option to purchase the Property, the City Council must first approve a
detailed development plan. Since January 2007 the staff has been working with BLG to reach agreement
on the development plan. The staff team presented the draft plan to the Central City Revitalization and
Economic Development Committee on June 5, 2007 and were instructed to proceed with formal plan
approval. On June 7, 2007 the plan was previewed by the Downtown Development Review Board (DDRB)
and received no comments of concern.
The Site Development Plan
The plan presented to the CCRECD committee conforms to the Trinity Uptown Guidelines in this
conceptual form and will be subject to a building by building review by the DDRB. In addition the site plan
will become part of the planned development special use (PDSU) zoning. On July 11, 2007 the Zoning
Commission reviewed the PDSU site plan and confirmed that it complied with the Trinity Uptown
Development Standards and Guidelines. The Zoning Commission approved the site plan and the PDSU
site plan and zoning and Council adopted the plan on July 24, 2007. The development site plan calls for
the development of 831,120 square feet of mixed use residential on the approximately 36 acres of City
property and a total of 1,525,159 square feet of mixed use development on all of the property currently
under the control of the BLG/ Cats group. Construction of residential units is contingent on the removal of
current deed restrictions on the property that prohibit residential use, as discussed in greater detail
below. BLG has agreed to make a good faith effort to commit to a goal of 15% of the housing units to
quality affordable housing. The development plan calls for the phased implementation of mixed use space
in the table below.
Phase I Use Square Footage Completion Date
Retail (Min) 77,400 2009
Residential (Max) 595,200 2009
Office (Min) 7,200 2009
Total 679,800 2009
Phase II Use Square Footage Completion Date
Retail (Min) 25,920 2010
Residential (Max) 60,600 2010
Office (Min) 64,800 2010
Total 151,320 2010
The fiscal impact of the plan is $234 Million in real property improvements. The original estimate in the
Trinity River Vision TIF No. 9 was only $75 million. The entire development will generate $181 million in
total tax revenue over the next 20 years with $51.1 million going to fund TIF No. 9.
Environmental Issues
When the City purchased the Property, Cytec Industries (the previous owner of the property), the City and
LaGrave Redevelopment LLC (an affiliate of BLG) entered the Property in the Voluntary Clean-Up
Program (VCP) with the Texas Commission of Environmental Quality (TCEQ). The application for the VCP
stated that that the property would be used for commercial and industrial purposes only. If the use of the
property were to change under a proposed development plan by LaGrave, the VCP application would have
to be resubmitted and/or modified. In addition, it is anticipated that additional remediation will be
necessary in order for the property to be used for a purpose other than as a baseball field and parking lot.
LaGrave/BLG has completed the amendment to the VCP and the site development plan indicates that
20.73 acres known as parcel A has received a certificate of completion by the Texas Commission on
Environmental Quality and can be used for residential construction. Environmental work continues on the
Logname: 02BLG Page 2 of 4
remainder of the site and the development plan calls for future parking, commercial or office uses in those
areas.
Continuing Agreement/Deed Restrictions
In addition to entering into the purchase agreement, the City and Cytec entered into a Continuing
Agreement (City Secretary Contract No. 27252) whereby the parties agreed to a site development plan
and committed the City to perform certain remedial actions on the Property based on that site plan. Future
use of the Property was restricted to commercial or industrial use recorded as a deed
restriction. Residential use of the Property will require consent and amendment by Cytec to the Continuing
Agreement. The City and BLG have worked diligently to get these restrictions released but all efforts to
date not been successful. The site plan achieve Trinity Uptown standards without the deed restrictions
being removed using other property owned by BLG.
Gas Well Drilling Site
The development plan includes a site for a gas well(s) to be developed for the extraction of minerals under
the property, which are owned by the City and under the LaGrave Field property, which are owned by the
LaGrave/BLG group.
In accordance with the Lease/Option, at least 4 acres of the Property must be designated as a drill site so
that the City can have access to the minerals underneath the Property. BLG's development plan proposes
a drill site of 7.42 acres (the Drill Site Property), which will permit additional drill sites for third party mineral
owners and will generate additional revenue to both the City and BLG in the form of surface drilling
bonuses and overrides. As consideration for the expansion of the size of the Drill Site Property, under the
proposed agreement related to drilling operations on the Drill Site Property, the City and BLG shall share
all surface interest payments from drilling activities, with the City receiving 55 percent of such payments
and BLG receiving 45 percent of such payments. This split is based on the amount of additional property
that BLG will contribute for drilling operations. BLG will not receive any revenue payable to the City as the
owner of the mineral interests in the Property. The City and BLG will have joint control of Drill Site
Property decisions, including the selection of operators, which, for purposes of the City's minerals, will be
made through the standard Request for Proposals process. Final selection of an operator will be subject to
City Council approval.
Terms of the Purchase Agreement
1. The City and BLG agree to the purchase price of $1.21 per square foot or $1,900,952 minus credits
authorized in City Secretary Contract No. 33411. Closing will be expedited within 90 days of the execution
of the purchase agreement as prescribed in the option agreement.
2. Credits toward purchase as defined in City Secretary Contract No. 33411 totaling approximately
$892,259.52.
3. BLG will dedicate a real property easements containing the necessary square feet for the infrastructure
required by the City Council approved development plan and implemented by the applicable CFA.
This project is located in the Trinity River Vision TIF. The current plan exceeds the TIF income expected
for the realization of the project plan that is adopted for the Trinity River Vision TIF.
The Department of Engineering is responsible for the collection of all revenues attributable to the lease of
the City's mineral assets on the property.
This project is in COUNCIL DISTRICT 2.
Logname: 02BLG Page 3 of 4
v
e
t
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that the Economic and Community Development and Engineering
Departments will be responsible for the collection and deposit of funds due the City under this contract.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by. Dale Fisseler (6266)
Originating Department Head: Tom Higgins (6192)
Randle Harwood (6101)
Additional Information Contact: Peter Vaky (7601)
Christa Lopez (8984)
Logname: 02BLG Page 4 of 4