HomeMy WebLinkAboutContract 11107 CITY SECRETARY
CA) OPTION TO PURCHASE LAND CQKTRACT No.id-61
CITE TEXAS 0
9 CA I KNOW ALL MEN BY THESE PRESENTS:
O )OF TARRANT 0
THAT, the City of Fort Worth, a municipal corporation in
Tarrant County, Texas (herein "Fort Worth"), acting herein by and
through, its duly elected and authorized Mayor, Woodie Woods, for
and in consideration of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS
($1,500,000-00) in hand paid to Fort Worth by CentrePort Joint
Venture (herein "CentrePort"), a joint venture composed of Centre
Development Co. , Inc. , a Texas corporation, and Genstar Pacific
Investments, a division of Genstar Pacific Corporation, a Cal-
ifor'nia corporation, the rec.--ipt and sufficiency of which is
hereby acknowledged by Fort Worth, does hereby GRANT to CentrePort
an option (herein so called) for the purchase of certain real
property now owned by Fort Worth located in Tarrant and Dallas
Counties, Texas, commonly known as the "Greater Southwest Inter-
national Airport" and being more particularly described by metes
and bounds in Exhibit "All attached hereto and incorporated herein
by reference, together with any improvements thereon and together
with all and singular the rights and appurtenances pertaining
thereto, including but not limited to, any right, title and in-
terest of Fort Worth, as a property owner, in and to adjacent
streets, ' alleys or rights-of-way (hereinafter the real estate,
improvements and appurtenances are referred to collectively as the
"Property") .
This option is granted and accepted upon and subject to the
following terms and conditions:
1. subject to earlier exercise or termination of this
Option pursuant to the provisions set forth hereinbelow, this
Option shall be for a period of twelve (12) years from the date
hereof (herein the "Option Period").
2. The purchase price of the Property pursuant to this
Option (herein called the "Purchase Pride") is FOURTEEN MILLION
EIGHT HUNDRED TWENTY THOUSAND AND N01100 DOLLARS ($14,820,000-00)
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as of the date hereof '(herein called the "Option Date"). The
.Purchase Price shall be increased at the rate of seven and one-
half percent (7-1/2%) per annum, compounded annually to arrive at
a Deferred Purchase Price (herein so called) of the Property
pursuant to this Option. Attached hereto as Exhibit "B" and
incorporated herein by reference is a schedule setting forth the
Purchase Price on the Option Date and the Deferred Purchase Price
on each anniversary date thereafter (herein called "Option An-
niversary Date") during the Option Period.
3. In order to keep this Option in force, CentrePort shall
make Option Payments (herein so called) to Fort Worth on each
Option Anniversary Date during the Option Period as follows:
(a) On the first Option Anniversary Date and on each
successive Option Anniversary Date thereafter through and
including the ninth Option Anniversary Date, CentrePort shall
pay to Fort Worth the sum of ONE MILLION FOUR HUNDRED THIRTY-
FOUR THOUSAND ONE HUNDRED NINETY-THREE AND N0 1100 DOLLARS
($1,434,193.00) .
(b) On the tenth Option Anniversary Date and on each
successive Option Anniversary Date thereafter through and
including the twelfth Option Anniversary Date, CentrePort
shall pay to Fort Worth the sum of FOUR MILLION ONE HUNDRED
EIGHTY-ONE THOUSAND THREE HUNDRED SIX AND N0 1100 DOLLARS
($4,181,306.00) .
4. All Option Payments shall apply to and be credited to-
ward the Deferred Purchase Price of the Property as set forth in
Paragraph 2 above and such Option Payments shall also apply to and
be credited toward the Deferred Takedown Prices as set forth in
Paragraph 5 below. Further, CentrePort shall have the right, at
its sole option and discretion, to prepay all or any part of any
I� scheduled Option Payment without premium or penalty. Any prepaid
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Option Payment shall apply to the next scheduled Option Payment(s)
and the amount of such future Option Payment(s) shall be discount-
ed to the present value by applying a seven and one-half percent
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10) discount factor. For example, to prepay a $1,434,193
Option Payment due one year in the future would require a prepay-
ment of $1,334,133 and to prepay a $1,434,193 Option Payment due
two years in the future would require a prepayment of $1,241,054.
Similarly, in computing the amount of credit available to apply
toward the Deferred Purchase Price or the Deferred Takedown Price,
any Option Payment(s) (or prepayments) made by CentrePort shall be
increased at the rate of seven and one-half percent (7-1/2%) per
annum, compounded annually, computed as of the date of such pay-
ment or prepayment. For example, assuming no previous Land Take-
downs (as defined below) and further assuming the scheduled Option
Payments due under this Option on the first through the fifth
Option Anniversary Dates were timely paid but were not prepaid,
then, to determine the amount of credit available to be applied
toward the Deferred Purchase Price or the Deferred Takedown Price
on the sixth Option Anniversary Date (prior to the making of the
Option Payment due on the sixth Option Anniversary Date), the
seven and one-half percent (7-1/2%) annual rate applicable to the
Option Payment paid on the first Option Anniversary Date would be
compounded over a five-year period; the seven and one-half percent
(7-1/2%) annual rate applicable to the Option Payment paid on the
second Option Anniversary Date would be compounded over a four-
year period; the seven and one-half percent (7-1/2%) annual rate
applicable to the Option Payment paid on the third Option Anni-
versary Date would be compounded over a three-year period; the
seven and one-half percent (7-1/2%) annual rate applicable to the
Option Payment paid on the fourth Option Anniversary Date would be
compounded over a two-year period; and the seven and one-half
percent (7-1/2%) rate applicable to the Option Payment paid on the
fifth Option Anniversary Date would be compounded over a one-year
period, thereby producing a total dollar amount of credit availa-
ble to be applied toward the Deferred Purchase Price and/or the
Deferred Takedown Price of $8,955,128 prior to any credit re-
sulting from the Option Payment due on the sixth Option Anniver-
sary Date. Attached hereto as Exhibit "C" and incorporated herein
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by reference is a schedule showing the accumulation of credits
available for application toward the Deferred Purchase Price
And/or the Deferred Takedown Price.
5. At any time and from' time to time during the Option
Period, CentrePort shall be entitled to purchase outright and Fort
Worth shall grant, deed and convey to CentrePort certain portions
of the Property (herein called a "Land Takedown") in accordance
with the Takedown Provisions (herein so called) contained in this
Paragraph 5. There shall be two takedown plans. Takedown Plan
"A" (herein so called) shall be in effect immediately upon the
execution of this Option and continue until CentrePort has spent
the total sum of EIGHT MILLION DOLLARS ($8,000,000.00) in improve-
ments . on the Property (herein called "Property Improvement Ex-
penditures") such as demolition of existing improvements, removal
of runways, construction of streets and utilities and such other
improvements as are generally associated with horizontal land
development, all of which improvements to have been done in ac-
cordance with a development plan approved by Fort Worth through
its offices for planning and zoning. Once CentrePort has demon-
strated to the reasonable satisfaction of Fort Worth that
CentrePort has expended the EIGHT MILLION DOLLARS -($8,000,000.00)
in Property Improvement Expenditures, then Takedown Plan "B"
(herein so called) shall become effective and Takedown Plan "A"
shall be cancelled and shall be of no further force and effect.
Takedown Plan "A" and Takedown Plan "B" shall operate as follows:
(a) Takedown Plan "A":
(1) The Property shall be divided into four areas'
as shown on the survey of the Property attached hereto
as Exhibit "D" and incorporated herein by reference.
The per acre Takedown Price as of the Option Date for
all land contained in Area A shall be $52,297 per acre;
for all land contained in Area B shall be $17,434 per
acre; for all land contained in Area C shall be $13,077
per acre; and for all land contained in Area D shall be
annually to arrive at the Deferred Takedown Price pur-
suant to this Paragraph 5, in the same manner as the
Purchase Price was increased in Paragraph 2 above to
arrive at the Deferred Purchase Price.
(2) The minimum Takedown Area shall be one acre
and may be located anywhere within the Property and need
not be contiguous to previously purchased tracts; the
only requirement being that no Takedown Tract or any
combination -of Takedown Tracts shall deny any remaining
acreage within the Property reasonable ingress and
egress to and from public streets and roadways or access
to public utilities.
(3) At the time of any requested Land Takedown,
CentrePort shall furnish to Fort Worth a current survey
of the Takedown Tract, which survey shall contain a
metes and bounds description of the Takedown Tract and
shall show the relationship of the Takedown Tract to the
remaining acreage within the Takedown Area.
(4) All Option Payments (or prepayments of same)
made pursuant to this Option and not previously applied
toward a Land Takedown shall be credited toward any
future requested Land Takedown and CentrePort need not
request a Land Takedown at the time any such Option
Payment (or prepayment) is made, but may preserve the
credit generated by such Option Payment (or prepayment)
for use in requesting a Land Takedown at a later date.
In addition to the above referenced Takedown Plans A and B, Fort
Worth, acting through its. City Council, may upon request by
CentrePort grant such other Land Takedowns as said City Council
may deem appropriate under the circumstances. Further, in no
event shall the aggregate total of Takedown Prices exceed the
Purchase Price.
6. Commencing on the Option Date and continuing throughout
the entire Option Period, so long as CentrePort is not in default
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$7,619 per acre. As stated above, the Takedown Prices
set forth above shall be as of the Option Date. The
Takedown Prices shall be increased at the rate of seven
and one-half percent (7-1/2%) per annum compounded
annually to arrive at a Deferred Takedown Price (herein
so called) pursuant to this Paragraph 5, in the same
manner as the Purchase Price was increased in Paragraph
2 above to arrive at the Deferred Purchase Price.
(2) At the time of any requested Land Takedown,
CentrePort shall furnish to Fort Worth a current survey
of the Takedown Tract, which survey shall contain a
metes and bounds description of the Takedown Tract and
shall show its relationship to the remaining acreage.
(3) The location of the initial Takedown Tracts
shall be at CentrePort's option, but all subsequent
Takedown Tracts must be contiguous to a previously taken
down tract. No Takedown Tract or any combination of
Takedown Tracts shall prevent Fort Worth reasonable
ingress and egress to the remaining acreage within the
Property. Further, unless the Land Takedown is for all
of the remaining acreage within the Property, each
Takedown Tract shall comply with the following minimum
requirements: (i) it shall have at least 2.5% of its
acreage within Area A, at least 7% of its acreage within
Area B, at least 9% of its acreage within Area C, and at
least 31.5% of its acreage within Area D; (ii) the
portion of the Takedown Tract located within Area A
shall be at least one acre, the portion of the Takedown
Tract located within Area B shall be at least 2 acres,
the portion of the Takedown tract located within Area C
shall be at least 4 acres and the portion of the Take-
down Tract located within Area D shall be at least 5
acres; (iii) each side of the Takedown Tract shall run
generally perpendicular to the outside perimeter bound-
' ary of Area A and the Takedown Tract shall be as nearly
in its Option Payments and the Possession Fee (defined below),
CentrePort shall be entitled to and is hereby granted full and
complete possession of the Property subject only to the rights of
tenants in possession under the Tenant Leases (herein so called)
listed on Exhibit IIGII attached hereto and incorporated herein by
reference. For and in consideration of the immediate possession
granted to CentrePort hereby, CentrePort shall, commencing as of
the date hereof and continuing thereafter during the Option Peri-
od, pay to Fort Worth a Possession Fee (herein so called) in an
annual amount of $100.00 per acre for all portions of the Property
not previously purchased by CentrePort pursuant to the Takedown
Provisions of Paragraph 5 above. The Possession Fee shall be due
on the first Option Anniversary Date and upon each successive
Option Anniversary Date thereafter, but shall apply only to the
acreage within the Property not previously purchased by CentrePort
which is still subject to this option as of the date on which such
Possession Fee is due. With respect to any acreage purchased by
and deeded to CentrePort between option Anniversary Dates, Centre-
Port shall at the time of such purchase pay to Fort Worth the pro
rata portion of the $100.00 per acre based upon the number of days
within such Option Year (herein so called) during which the land
being purchased was owned by Fort Worth. For example, if one acre
of land were purchased by CentrePort midway between option An-
niversary Dates, the pro rata Possession Fee due thereon would be
$50.00. No part of the Possession Fee shall apply toward the
Purchase Price, the Deferred Purchase Price, the Takedown Prices
or the Deferred Takedown Prices.
Both CentrePort and Fort Worth acknowledge that the Prop-
erty's value will be increased by razing the buildings presently
located on the Property and by removing certain runways which
cannot be converted to roadways or streets within a proposed
development plan approved by the appropriate governing board or
agency. Therefore, it is agreed and understood that CentrePort
shall have the right at any time during the option Period (without
being required to actually purchase or takedown any land within
the Property pursuant to any Takedown provision) to raze and/or
demolish any building (other than those occupied by tenants under
a Tenant Lease) or other improvement on the Property, including,
but not limited to, the runways. Any such demolition shall be at
the option and under the exclusive control of CentrePort and
CentrePort shall bear all expenses of same; provided, however,
CentrePort may sell or exchange the equipment, materials or other
salvage received from' the demolition of such building or improve-
ment as an offset against the cost of such demolition. CentrePort
agrees that with respect to any such demolition it will execute or
cause to be executed a completion bond guaranteeing completion of
the demolition and showing Fort Worth as an Obligee of said bond.
Further, as an appurtenance to CentrePort's right of pos-
session, it is understood and agreed that CentrePort may commence
development of all or any part of the Property in accordance with
an approved development plan without having to actually purchase
or takedown any land within the Property pursuant* to any Land
Takedown provision; and pursuant to said development plan Centre-
Port may construct, subject to required governmental approvals,
such improvements as it deems proper, including, but not limited
to, streets and roadways, drainage facilities, sewer and water
lines, gas, electric and telephone utilities and all other re-
quired amenities.
While CentrePort is in possession of the Property, CentrePort
shall exercise its rights and privileges hereunder as an inde-
pendent contractor and not as an officer, agent, servant or em-
ployee of Fort Worth. CentrePort shall have exclusive control of,
and exclusive right to control, the details of its operations and
activities on and in connection with the Property and all persons
performing such operations and activities and CentrePort shall be
solely responsible for the acts and omissions of its officers,
agents, employees, contractors, subcontractors, licensees and
invitees. The doctrine of respondeat superior shall not apply as
between' Fort Worth and CentrePort, its officers, agents, employ-
ees, contractors, subcontractors or assigns, and nothing herein
shall be construed as creating a partnership or joint enterprise
between Fort Worth and CentrePort. In no event shall any person
participating in the activities and operations on or in connection
with the Property by CentrePort be considered as an officer,
agent, servant or employee of Fort Worth. CentrePort, agrees to
indemnify and hold harmless and defend Fort Worth, its officers,
agents, servants and employees from and against any and all claims
or suits for property damage or loss and/or personal injury,
including death, to any and all persons arising out of or in
connection with the use of or access to the Property by Centre-
Port, its officers, agents, employees, contractors, subcon-
tractors, licensees and invitees, and CentrePort hereby assumes
all liability and responsibility of Fort Worth as owner of the
Property for any property damage or loss and/or personal lia-
bility, including death, to any and all persons arising out of or
in connection with the use of or access to the Property by Cen-
trePort, its officers, agents, employees, contractors, subcon-
tractors, licensees and invitees, pursuant to' this Option.
Nothing contained herein shall be construed as relieving Fort
Worth of its obligation to furnish the Property with municipal
services such as fire, police and ambulance service as provided to
the rest of the City of Fort Worth.
While CentrePort is in possession of the Property, CentrePort
shall comply with all laws, Federal, State and local, including
all ordinances of the City of Fort Worth, and all rules and regu-
lations of applicable governing authorities, affecting the
Property.
7. With respect to the Tenant Leases listed on Exhibit 11G"
attached hereto, the parties hereto agree as follows:
(a) With respect to the lease between the City of Fort
Worth, as landlord, and American Airlines, Inc. , as tenant,
identified in Item No. 1 on Exhibit 11G11 attached hereto
(herein the "American Airlines Lease"), it is understood and
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agreed. that Fort Worth shall retain all rights and obliga-
tions as landlord thereunder throughout the entire period of
the American Airlines Lease which, if not earlier terminated,
expires on May 31, 1990. All rentals from the American
Airlines Lease shall belong to Fort Worth. Fort Worth hereby
agrees, however, that it will not in any way amend, alter,
modify, extend or otherwise change any term or provision of
the American Airlines Lease or transfer or assign same to any
third party without the prior written consent of CentrePort.
(b) With respect to all Tenant Leases other than the
American Airlines Lease, Fort Worth shall assign to Centre-
Port all of Fort Worth's right, title and interest in the
Tenant Lease involved and CentrePort shall assume all obli-
gations and liabilities of Fort Worth as landlord with
respect to such Tenant Lease. All rents and all proceeds
from such Tenant Leases or subsequently executed Tenant
Leases (except for the American Airlines Lease) on any por-
tion of the Property not actually purchased by CentrePort,
shall be applied toward and credited against the next suc-
ceeding Option Payment(s) due by CentrePort hereunder. For
purposes of computing the increase factor to be applied to
prepayments as provided for in Paragraph 4 above, all rent
payments or other proceeds being credited hereunder to the
Option Payment(s) shall be considered as "paid" or "applied"
on the date of the next succeeding Land Takedown or the next
succeeding option Anniversary Dater whichever first occurs.
(c) Except for the American Airlines Leaser all pro-
ceeds from any lease on any land actually purchased by and
deeded to CentrePort in accordance with the provisions of
Paragraph 5 hereof shall be the sole and exclusive property
of CentrePort and shall no longer be subject to the provi-
sions of this option.
(d) Fort Worth shall not amend, alter, modify, extend
or otherwise change any term or provision of any Tenant Lease
or transfer or assign same without the prior written consent
of CentrePort; nor shall Fort Worth enter into any new or
additional Tenant Leases affecting all or any part of the
Property without the prior written consent of CentrePort.
8. The parties hereto acknowledge and agree that all deeds
from Fort Worth to CentrePort pursuant to this Option shall retain
for Fort Worth a non-executory royalty interest in and to an
undivided one-half (1/2) of all oil and gas minerals now owned by
Fort Worth in and under the Property and will convey the other
undivided one-half (1/2) of such oil and gas minerals, together
with all other minerals now owned by Fort Worth in, on, under or
over the Property to CentrePort. Further, such deeds shall pro-
vide that CentrePort, exclusively, shall have all executory rights
with respect to all minerals in, on, under and over the Property
including, but not limited to, those retained by Fort Worth; and
CentrePort may, without the necessity of joinder by or consent of
Fort Worth, enter into any and all mineral leases affecting any
minerals in, on and under the Property, including, but not limited
to, the undivided one-half (1/2) of the oil and gas minerals
retained by Fort Worth. Further, Fort Worth shall retain a forty
foot (40' ) right-of-way easement for rapid transit along and over
the centerline of Amon Carter Boulevard presently planned to be
along the main North-South runway on the Property. The parties
agree to cooperate fully with each other in locating said right-
of-way.
9. Fort Worth hereby warrants and represents to CentrePort
that as of the date hereof, no portion of the Property is subject
to ad valorem taxes nor will any portion of the Property become
subject to ad valorem taxes during the Option Period, except for
j such land as is actually purchased by and deeded to CentrePort by
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Fort Worth pursuant to the Land Takedown Provisions of paragraph 5
above, at which time the land so purchased shall become subject to
ad valorem taxes at the time title to same is transferred to Cen-
trePort. Fort Worth further represents and warrants to CentrePort
that it now has and at the time of any Land Takedown pursuant to
this Option, will have and will convey to CentrePort, good and
marketable title to the Property and any portion thereof free and
clear from any and all encumbrances, conditions, easements, as-
sessments, restrictions and liens, except for the Tenant Leases.
and the exceptions to title set forth on Exhibit "H" attached
hereto and incorporated herein by reference (herein called the
"Permitted Exceptions"). In this regard, Fort Worth covenants and
agrees to abandon all easement rights for sewer and water lines
presently existing in, on or under the Property except as ex-
pressly reserved in the legal description set forth on Exhibit "A"
attached hereto. Further, Fort Worth covenants and agrees that
from and after the date of this Option, through and including the
expiration date of this Option, Fort Worth shall not do or cause
to be done any act or acts (or permit any act or acts over which
it has control to be done) which would in any way affect the title
to the Property (including the minerals in, on, under or over
same), or CentrePort's rights under this Option. Further, with
respect to the Airport Zoning Ordinance of Dallas-Fort Worth
Regional Airport (Ordinance No. 71-100) (herein called the "Air-
port Zoning Ordinance"), which is included within the Permitted
Exceptions, Fort Worth represents and warrants to CentrePort that
the Fort Worth Planning Commission and the Fort Worth City Council
are the only administrative agencies or governmental bodies having
the responsibility for the administration and enforcement of the
Airport Zoning Ordinance as said ordinance affects the Property
and that CentrePort (and any subsequent owner, lessee or mort-
gagee) of any portion of the Property need deal only with the City
!, of Fort Worth Planning Commission and the Fort Worth City Council
in connection with any compliance with or requested variance from
the provisions of said Airport Zoning Ordinance.
10. CentrePort agrees that at the time of any conveyance of
any portion of the Property from Fort Worth to CentrePort pursuant
to this Option, CentrePort will, contemporaneously with such con-
veyance, execute an Avigation Easement and Release (herein called
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"Avigation .Easement") in favor of the Cities of Dallas and Fort
Worth, Texas, and the' Dallas-Fort Worth Regional Airport, their
successors and assigns, substantially as set forth in Exhibit "I"
attached hereto and incorporated herein covering the airspace over
the Property at heights above the imaginary surfaces as estab-
lished by and shown on "The Hazard Zoning Maps of the Joint Air-
port Zoning Board for the Dallas-Fort Worth Regional Airport"
identified and incorporated in the Airport Zoning Ordinance of the
Dallas-Fort Worth Regional Airport (Ordinance No. 71-100) . Fur-
ther, CentrePort agrees that if it should deed restrict any
portion of the Property in such manner as to provide for an Archi-
tectural Control Committee or its equivalent which approves the
plans and specifications for structures to be built on the Prop-
erty, then in such event, if requested by the Fort Worth City
Manager's Office, one member of such committee shall be from the
Fort Worth City Manager's Office.
. 11. In the event that Fort Worth should default hereunder or
in any manner fail to consummate its obligations pursuant to this
Option for any reason, except CentrePort's default in the payment
of the Option Payments or Possession Fees, CentrePort may at its
sole option enforce specific performance of this Option and/or may
bring suit for damages against Fort Worth.
12. If CentrePort should fail to pay any scheduled Option
Payment or Possession Fee pursuant to the terms of this Option and
such failure should continue for a period of thirty (30) days
after written notice thereof from Fort Worth to CentrePort, then,
in that event, Fort Worth shall have the right to terminate Cen-
trePort's rights hereunder to any portion of, the Property which is
under this Option at the time of such default (exclusive of any
land previously purchased by and deeded to CentrePort under a Land
Takedown) and retain all sums previously paid by CentrePort to
Fort Worth pursuant to said Option as Fort Worth's sole remedy.
Anything contained elsewhere in this Option to the contrary not-
withstanding, it is understood and agreed that CentrePort has no
personal or. corporate liability for the payment of any sums due
pursuant to this Option.
13. This option embodies the entire agreement .between the
parties hereto with respect to the Property and the terms and
provisions hereof cannot be modified or altered except by written
agreement of the parties.
14. Time is of the essence in this option.
15. Any notice required or permitted to be delivered here-
under shall be deemed 'to be delivered whether or not actually re-
ceived, when deposited in the United States mail, postage prepaid,
registered or certified mail, return receipt requested, addressed
to Fort Worth or CentrePort, as the case may be, at the address
set forth below or at such other address as given to the other
party in writing in the manner provided for in this paragraph:
If to Fort Worth: City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Attention: City Manager
If to CentrePort: CentrePort Joint Venture
c/o Centre Development Co. , Inc.
P. O. Box 402087
Dallas, Texas 75240
Attention: Jack I. Mciunkin
16. This option may be assigned by CentrePort without the
necessity of obtaining Fort Worth's consent to such assignment,
provided CentrePort retains operating control of any such assig-
nee; otherwise, any assignment or transfer shall be subject to
Fort Worth's consent, which consent shall not be unreasonably
withheld. In this connection, Fort Worth acknowledges that Cen-
trePort intends to obtain financing for the acquisition and
development of the Property from Republic National Bank of Dallas
and as a part of such financing to pledge to Republic National
Bank of Dallas CentrePort's interest in this option. Fort Worth
hereby acknowledges and consents to such pledge to Republic Na-
tional Bank of Dallas or such other financial institution of
CentrePort's choosing and agrees that in the event such lending
institution succeeds to CentrePort's rights under this option by
virtue of said pledge, then in such event, Republic National Bank
of Dallas or such other lending institution shall have the right
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without the approval of Fort Worth to assign this Option to anoth-
er land developer.
17. This Option is granted pursuant to and in accordance
with the terms and provisions of that certain Contract (herein so
called) executed between Dal-Mac Development Co. , Inc. and Fort
Worth dated December 5, 1978, covering the Property, said Contract
and all rights, title and interest of Dal-Mac Development Co. ,
Inc. having been previously assigned to CentrePort; and this
Option supersedes all covenants, warranties, representations and
agreements contained in said Contract and such covenants, war-
ranties, representations and agreements shall be considered merged
herein and the rights and obligations of the parties hereto with
respect to the Property from the date of this Option forward shall
be governed exclusively by the terms and provisions of this Op-
tion. Further, all the terms and conditions of this Option shall
.be binding upon and inure to the benefit of the successors and
assigns of both parties hereto.
18. Words of any gender used in this Option shall be held
and construed to include any other gender, and words in the singu-
lar number shall be held to include the plural, and vice versa,
unless the context requires otherwise.
19. The computations set forth in Exhibits "B" and "C"
hereto are for illustrative purposes only and any mathematical
errors which might appear in any such exhibit shall be corrected
in accordance • with the formulae set forth in the text of this
Option.
20. This Option may be executed in multiple counterparts.
21. The individuals signing this Option represent that they
are authorized to sign same on behalf of the party for which they
are signing and that the execution of same has been approved by
the governing body of the party for which the individual is sign-
ing. Further in this regard, all resolutions adopted by Fort
Worth's governing body authorizing the execution of this Option
and any other document contemplated thereby or to be executed in
connection therewith shall direct the designated official of Fort
Worth to execute such document forthwith.
22. This Option shall be governed by the laws of the State
of Texas and the venue for any action arising hereunder shall be
in Tarrant County, Texas.
23. This Option shall be filed in the Deed Records of Tar-
rant and Dallas Counties, Texas.
24. It is understood and agreed that by execution and con-
summation of this Option and/or CentrePort's possession of the
Property, Fort Worth does not waive or surrender any of its gov-
ernmental powers nor is it relieved of any of its governmental
responsibilities and obligations with respect to said Property.
EXECUTED this 5th day of June, 1980.
CITY OF FORT WORTH, TEXAS
ATTEST:
By: •
City 5ecet of Its Mayor
Fort Worth, Texas
t L D S TO FO
�A T
Arthur R. P er n
Fort Worth ity Attorney
ACCEPTED AND AGREED TO THIS
5th DAY OF June, 1980:
CENTREPORT JOINT VENTURE
By: CENTRE DEVELOPMENT CO. , INC.--
Managing Joint Venturer
By.
J ck I. McJunkin/
is President /
c/
STATE OF TEXAS $
COUNTY OF TARRANT
a Notary BEFORE ME, the undersigned, y Public in and for said
County and State, on this day personally appeared WOODIE WOODS,
known to me to be the person and official whose name is subscribed
to the foregoing instrument and acknowledged to me that the same
was the act of the said CITY OF FORT WORTH, TEXAS, a Texas munici-
pality, and that he executed the same as the act of such munici-
pality for the purposes and consideration therein expressed and in
the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this, the, day of
June, A.D. • 1980.
r
No r dublic in and for . j
Tarrant County, T E X A S
[SEAL]
My Commission Expires:
STATE OF TEXAS
COUNTY
BEFORE ME, the undersigned, on this day personally appeared
JACK I. McJUNKIN, President of CENTRE DEVELOPMENT CO. , INC. , a
Texas corporation, which is a partner in CENTREPORT JOINT VENTURE,
a Texas joint venture, known to me to be the person and officer
whose name is subscribed to the foregoing instrument, and acknowl-
edged to me that he executed the same for the purposes and con-
sideration therein expressed, and in the capacity therein stated,
and as the act and deed of said corporation on behalf of said
joint venture.
GIVEN UNDER My HAND AND SEAL OF OFFICE this, then day of
June, A.D. 1980.
Nqpta Public in and tor
County, T E X A S
[SEAL]
My Commission Expires:
EXHIBIT "A"
TRACT 1:
BEING 1,155.421 acres of land situated in the A. Barnard Survey,
Abstract No. 1Q7y the Vincent J. Hutton Survey, Abstract No. 681,
the James J. Goodman Surveyr Abstract No. 583, the John Burnett
Survey, Abstract No. 178 and the Lorenzo D. Burnett Survey, Abstract
No. 177, Tarrant County, Texas, and the Survey Abstract No. 1697,
Dallas County, Texas, said 1.155.421 acre tract being all of those
certain tracts of land as described in the Deed to the City of Fort
Worth and recorded in Volume 2458, Page 60; Volume 2444, Page 279;
Volume 2400, Page 61; Volume 2182, Page 471; Volume 2077, Page 475;
Volume 2331, Page 94; Volume 2087, Page 07; Volume 2201; Page 380;
Volume 2151, Page 336 and Volume 2149, Page 308, Tarrant County
Deed Records and a portion of those certain tracts of land as
described in the Deed to the City of Fort Worth and reco rded in
Volume 2190, Page 592; Volume 2581, Page 354; Volume 2037, Page 567
and Volume 2008, Page 243, said Deed Records, said 1,155.421
acre tract also being all of that certain tract of land as described
in the Deed to the city of Fort Worth and recorded in Volume 4925,
Page 109, Dallas County Deed Records, said 1,155.421 acre tract
being all real estate owned by the City of Fort Worth, Texas, East
of the Easterly right-of-way line of State Highway No. 360, North
of the Northerly right-of-way line of the CRI&G Railroad and South
of the Southerly right-of-way line of State Highway No. 183, said
1,155.421 acre tract of land being more particularly described by
metes and bounds as follows:
BEGINNING at the intersection of the North right-of-way line of
the CRI&G Railroad right-of-way with the Easterly right-of-way line
of State Highway No. 360;
THENCE along said Easterly right-of-way line the following courses
and distances:
N 29039142" W. 552.15 feet;
N 21010118" W. 101.12 feet;
N 24051118" W. 280.25 feet;
N 16052159" W. 278.82 feet;
N 17053139" W. 277.79 feet;
N 10037'18" W. 232.31 feet;
N 43040142" E. 71.83 feet;
N 03044118" W. 195.82 feet;
N 56014118" W. 97.36 feet to the beginning of a nontangent
curve to the right whose radius is 2,689.79 feet and whose long
chord bears N 00019122" W. 6.36 feet;
Along said nontangent curve to the right in a Northwesterly
direction through 'a central angle of 00*08107", 6.36 feet to the
end of said curve;
N 00015'18" W. 176.02 feet;
N 89044142" E. 12.30 feet;
N 00015118" W. 21.40 feet;
S 89044142" W. 12.30 feet;
N 00015118" W. 520.80 feet;
N 52052121" E. 119.61 feet;
N 12032134" W. 172.34 feet;
N 44009134" W. 83.45 feet;
N 00014123" W. 1,149.73 feet; nontangent
N 05041138" E. 131.42 feet to the beginning of a
curve to the right whose radius is 2,834.79 feet and whose long chord
bears N 06001125" E. 336.90 feet;
Along said curve to the right in a Northeasterly direction through
a central angle of 06048148", 337.10 feet to the end of said curve;
N 09026102" E. 609.07 feet;
N 310171500 E. 53.87 feet;
N 77042111" E. 175.60 feet;
N 32024111" E. 184.62 feet;
N 53041122" W. 252.44 feet;
N 00044117" E. 149.45 feet to the beginning of a nontangent curve
to the right whose radius is 1,879.86 feet and whose long chord bears
N 52043123- E, 2.324.56 feet;
Along said nontangent curve to the right in a Northeasterly
direction through a central angle of 76022152", 2,506.05 feet to the
end of said curve and being in the Southerly right-of-way line of
State Highway No. 183;
THENCE leaving the aforementioned Easterly right-of-way line of State
Highway 360 and along said Southerly line the following courses and
distances:
S 89-05111- E, 562.36 feet to the beginning of a nontangent
curve to the tight whose radius is 1,879.86 feet and whose long
chord bears S 81051120" E, 482.05 feet;
Along said nontangent curve to the right in a Southeasterly
direction through a central angle of 14043158", 483.38 feet to the
end of said curve;
S 68012124" E, 199.13 feet;
S 38-22118" E, 144.26 feet;
S 72000148" E, 219.98 feet;
N 77010112" E, 186.12 feet;
S 72-03119" E, 871.57 feet;
S 78026112" E, 179.79 feet to the beginning of a nontangent curve
to the left whose radius is 1,610.40 feet and whose long chord bears
S 85024155" E, 392.82 feet;
Along said curve to the left in a Southeasterly direction through
a central angle of 14000139", 393.80 feet to the end of said curve;
N 87032143" E, 762.81 feet;
S 78-28141" E, 102.95 feet;
S 68013'07" E, 109.97 feet;
N 86-52131" E, 26.82 feet to the Northwest corner of a tract of
land as described in the Deed to M. E. Haney and recorded in
Volume 6683, Page 876;
THENCE S 00012'39" W, leaving said Southerly right-of-way line and
along the Westerly line of said M. E. Haney Tract and the Westerly
line of a tract of land as described in the deed to Harlan Ray and
Winston Castleberry as recorded in Volume 3115, Page 573, Tarrant
County Deed Records, 1,348.26 feet to the most Northerly Southwest
corner of said Harlan Ray and Winston Castleberry Tract;
THENCE N 89043134" E along the Southerly line of said Harlan Ray
and Winston Castleberry Tract 1,070.87 feet to the Northwest corner
of Lot 1, Block 1, Southwest Airmotive Subdivision, an Addition to
the City of Fort Worth as recorded in Volume 388-90, Page 24, Tarrant
County Plat Records;
THENCE S 00005107" E, leaving said Southerly line and along the
Westerly line of said Bl6ck 1, 899.05. feet to the Southwest corner
of said Block 1;
THENCE S 89042148" E, at 732.61 feet pass the Southeast.corner of
said Block 1, and continuing in all 919.52 feet to the Northwest
corner of a tract of land as described in the Deed to K. W. Sellers,
Trustee, and recorded in Volume 78038, Page 2208, Dallas County
Deed Records; said corner also being in the County line of Tarrant
and Dallas Counties;
THENCE S 00032125- W, along the Westerly line of said Sellers Tract,
and along the Westerly line of a tract of land as described in the
Deed to K. W. Sellers, Trustee, as recorded in Volume 77195, Page
2471, Dallas County Deed Records, 2,484.26 feet to a po int in the
common survey line of the aforementioned Lorenzo D. Burnett Survey
and the James J.. Goodman Survey;
THENCE N 89058103" W, leaving the Westerly line of said Sellers
Tract, 222.29 feet to the Northwest corner of a tract of land as
described in the Deed to Able Lopez, Jr. , et ux *and recorded in
Volume 79111, Page 2651, Dallas County Deed Records;
THENCE S 00005116" W, along the Westerly line of said Lopez Tract,
663.11 feet;
THENCE S 18013135" E, along the Westerly line of said Lopez Tract
and along the Westerly line of a tract of land as described in the
Deed to C. E. Powell and recorded in Volume 72001, Page 2830, Dallas
County Deed Records, 734.07 feet to the Southwest corner of said
Powell Tract;
THENCE N 88006128" E, 150.23 feet to the Northwest corner of a tract
of land as described in the Deed to Milton H. Friend, Jr. , and re-
corded in Volume 70148, Page 1831, Dallas County Deed Records;
THENCE S 50053117" E along the Westerly line of said Friend Tract
358.99 feet;
THENCE S 18050140" E continuing along the Westerly line of said
Friend Tract 332.86 feet to the Southwest corner of said Friend
Tract, same being in the aforementioned North right-of-way line
of the C.R.I. & G Railroad right-of-way;
THENCE along said Northerly right-of-way line the following courses
and distances:
N 88-52149" W, 2,512.94 feet;
N 01007111" E, 50.00 feet;
N 88-52049" W, 5,314.65 feet to the beginning of a curve to
the left whose radius is 11,609.16 feet and whose long chord bears
N 89019128" W, 179.94 feet;
Along said nontangent curve to the left in a Westerly direction
through a central angle of 00053117", a distance of 179.94 feet to
the point of beginning and containing 1,155.421 acres of land, save
and except the following described tract of land, more or less:
BEING 6.733 acres of land situated in the Vincent J. Hutton Survey,
Abstract No. 681, ,Tarrant County, Texas, and being all of that certain
tract of land reserved for the City of Fort Worth Water Department
according to the survey shown hereon, said 6.733 acre tract of land
being more particularly described by metes and bounds as follows:
COMMENCING at the intersection of the North right-of-way line of- the
C.R.I. and G. Railroad with the East right-of-way line of State
Highway No. 360;
THENCE along said East right-of-way line the following courses and
distances:
N 29-39-42- W, 552.15 feet; N 21010118" W, 101.12 feet;
N 24-51118" W, 280.25 feet; N 16052'59" W, 278.82 feet;
* 17053139" W, 277.79 feet; N 10*37'18" W, 232.31 feet;
* 43-40142- E, 71.83 feet; N 03144118" W, 195.82 feet;
N 56014118" W, 97.36 feet to the beginning of a nontangent curve
to the right whose radius is 2,689.79 feet and whose long chord bears
N 00019122" W, 6.36 feet;
Along said curve to the right in a Northwesterly direction through
a central angle of 00008'07", 6.36 feet to the end of said curve;
N 31*50'36" E leaving said East right-of-way line 1,708.34 feet
to the point of be of the tract herein described, same point
being the beginning of a nontangent curve to the- right whose radius
is 503.15 feet *and whose long chord bears N 67011115" E; 386.51 feet;
THENCE along said nontangent curve to the right in a Northeasterly
direction through a central angle of 45*10128", 396.71 feet to the
end of said curve;
THENCE 14 89043157" E, 143.08 feet to the beginning of a curve to the
left whose radius is 337.85 feet and whose long chord bears N 80058,31"
E, 103.76 feet;
THENCE along said• curve. to the left in a Northeasterly direction
through a central angle of 17*40100", 104.17 feet to the end of -
said curve;
THENCE S 47012158" E, 342.70 feet;
THENCE S 42-4510011 W, -530.96 feet;
THENCE N 470141111, W, 671.42 feet to the point of beginning and
containing 6.733 acres of land more or less leaving a net area of
1,148.688 acres of land more or less, together with a water line
easement to said 6.77 acre tract along and under the following
land:
BEING 2.770 acres of land in two tracts, situated in the Vincent
J. Hutton Survey, Abstract Number 681, Tarrant County, Texas, also
being a portion of that certain tract of land as described in deed
to the City of Fort Worth and recorded in Volume 2037, Page 567 and
Volume 2008, Page 243, Tarrant County Deed Records, said 2.770 acres
of land being more particularly described by metes and bounds as
follows:
EASEMENT (A)
COMMENCING at the most westerly corner of the above referenced
6.733 acre tract of land reserved for the City of Fort Worth Water
Department;
THENCE S 4701411111 E, along the westerly line of said Water
Department tract, 39.80 feet to the POINT OF BEGINNING of the tract
herein described;
THENCE S 47014'11" E, continuing along said westerly line,
46.06 feet;
THENCE S 42044'59" W, leaving said westerly line, 1408.24 feet;
THENCE S 00014123" E, 161.36 feet;
THENCE S 89044'42" W, 10.0 feet to a point in the east right-
of-way line of State Highway 360;
THENCE N 00014123" W, along said east right-of-way line, 508.26
feet;
THENCE N 77028144- E, leaving said east right-of-way line,
116.30 feet;
THENCE N 89019158" E, 168.46 feet;
THENCE N 42045114" E, 796.83 feet;
THENCE .N 46009121" E, 153.41 feet to the POINT OF BEGINNING
and containing-'2.728 acres of land.
• EASEMENT (B)
COMMENCING AT THE most westerly corner of the above referenced
6.733 acre tract of land reserved for the City of Fort Worth Water
Department;
THENCE S 47 014111" E, along the westerly line of said Water
Department Tract, 39.80 feet;.
THENCE N 46 009121" E, leaving said westerly line, 207.71 feet
to the POINT OF BEGINNING of the tract herein described and being
. in the northerly line of said Water Department tract;
THENCE N 46 009121" E, leaving said northerly line 90.54 feet
to the beginning of a non-tangent curve to the right whose long chord
bears S 35 032128" E, 45.88 feet and whose radius is 119.35 feet;
THENCE along said non-tangent curve in a southerly direction
through a central angle of 22°09'55", a distance of 46.17 feet to-
the end of said curve, and to a point once again in the northerly
line of the aforementioned Water Department tract and also being
the beginning of a non-tangent curve to the.left whose lond chord
bears S 74 034122" W, 95.41 feet and whose radius is 503.15 feet;
THENCE along said non-tangent curve and along said northerly
line in a southwesterly direction through a central angle of
10°52151", a distance of 95.55 feet to the POINT OF BEGINNING and
containing 0.042 acres of land.
BEING 73.571 acres of land situated in the John Burnett Survey,
Abstract No. 178, the Lorenzo D. Burnett Survey, Abstract No. 177,
the John Childress Survey, Abstract No. 268 and the Payton R. Splane
Survey, Abstract No. 1454, Tarrant County, Texas, and also the
Lorenzo D. Burnett Survey, Abstract No. 1697 and the Payton R.
Splane Survey, Abstract No. 1731, Dallas County, Texas, and being
all of those certain tracts of land as described to the City of
Fort Worth and recorded in Volume 4024, Page 676; Volume 4007,
Page 401; Volume 4394, Page 29; Volume' 4162, Page 509; Volume 3439,
Page 292; and Volume 4680, Page 133, Tarrant County Deed Records,
and all of those certain tracts of land as described in the Deed
to the City of Fort Worth and recorded in Volume 5334, Page 213,
and Volume 5846, Page 92, Dallas County Deed Records, said 73.571
acre tract of land being more particularly described by metes and
bounds as follows:
TRACT 2:
COMMENCING at the .intersection of the East right-of-way line of
State Highway No. 360 with the North right-of-way line of the
C.R.I. and G. Railroad right-of-way, said point also being the
beginning of a non-tangent curve to the right whose radius is
11,609.16 feet and whose long chord bears S 89 019128" E, 179.94
feet;
THENCE along said non-tangent curve to the right and along the
North right-of-way line of said railroad in an Easterly direction
through a central angle of 0 053117" a distance of 179.94 feet to
the end of said curve;
THENCE S 88°52-49" E continuing along said Northerly railroad,
right-of-way line 5,314.65 feet;
THENCE S O1 007 111" W, 50.0 feet;
THENCE S 88 052149" E continuing along said right-of-way line
1,318.95 feet;
• I
THENCE S O1 007111" W, leaving said right-of-way line 200.00 feet
to- the point of beginning of the tract herein described and being
in the South line of said railroad right-of-way and the Northeast
corner of a tract of land as described in the Deed to J. J. Meeker,
et al,, and recorded in Volume 6787, Page 790, Tarrant County Deed
Records;
i
THENCE S 88 052149" E along said South railroad right-of-way line
1,736.32 feet to -the Northwest corner of a tract of land as described
in the Deed to the City of Grand Prairie and recorded in Volume 77117,
Page 1711, Dallas County Deed Records;
THENCE S O1 002149" E leaving said Southerly railroad right-of-way
line and along the Westerly line of said City of Grand Prairie
Tract 1,107.07 feet;
THENCE S 89°41104" W leaving the Westerly line of said City of
Grand Prairie Tract 1,893.69 feet to a point in the 'Easterly line
of the aforementioned Meeker Tract;
THENCE N 00 001126" E along the Easterly line of said Meeker Tract
571.02 feet;
THENCE N 89 042129" E, 141.69 feet;
THENCE N 00 026 133" W, continuing along the Easterly line of said
Meeker Tract 579.52 feet to the point of beginning and containing
47.011 acres of land, more or less.
TRACT 3:
COMMENCING at the intersection of the East right-of-way line of
State Highway No. 360 with the North right-of-way line of the
C.R.I. and G. Railroad right-of-way, said point being the beginning
of a non-tangent curve to the right whose radius is 11,609.16 feet
and whose long chord bears S 89 019128" E, 179.94 feet;
THENCE along said non-tangent, curve to the right and along the
Northerly line of said railroad right-of-way in an Easterly direction
through a central angle of 00 053117" a distance of 179.94 feet to
the end of said curve;
THENCE S 88 052149" E continuing along said North railroad right-of-way
line 3,178.33 feet;
THENCE S O1 007111" W, 300.0 feet to the point of beginning of the
tract herein described and being in the South right-of-way line of
said railroad right-of-way and the Northwest corner of a tract of
land as described in the Deed to J. J. Meeker, et al, and recorded
in Volume 6787,- Page 790, Tarrant County Deed Records;
THENCE S 0 027 140" E leaving said South right-of-way line and along
the Westerly line of said Meeker Tract 387.57 feet to the beginning
of a non-tangent curve to the left whose radius is 1,160.00 feet
and whose long chord bears S 72 042145" E, 703.59 feet;
THENCE along said non-tangent curve to the left in a Southeasterly
direction through a central angle of 35°18'31" a distance of 714.85
feet to the end of said curve;
THENCE S 89 051145" W, 295.61 feet;
THENCE S 0 016105" E along the Westerly line of said Meeker Tract
619.40 feet;
THENCE S 89 043154" W, 588.84 feet to a point in the Westerly line
of said Meeker. Tract and in the Easterly line of a tract of land
as described 'I'n- the Deed to James Demases and recorded in Volume
988, Page 208, Tarrant County Deed Records; .
THENCE N 27°07'05" W leaving the Westerly line of said Meeker Tract
and along the Easterly line of said Demases Tract 349.15 feet;
THENCE N 55018'05" W continuing along the Easterly line of said
Demases Tract 195.26 feet to the Northwest corner of said Demases
Tract and in the Easterly line of a tract of lan d as described in
the Deed to G.S.C. Properties, Inc. and recorded in volume 4759,
Page 504, Tarrant County Deed Records;
THENCE N 00005154" W along the Easterly line of said G.S.C. Tract
199.10 feet to the Northeast corner of said G.S.C. Tract;
THENCE N 89020145" W along the Northerly line of said G.S.C. Tract
335.62 feet to a point in the Easterly line of a railroad lease
as recorded in Volume 4393, Page 905, Tarrant County Deed Records;
THENCE along the Easterly line of said railroad lease the following
courses and distances:
N 15-31102- W, 114.39 feet;
N 24018'10- W, 65.20 feet;
N 2401811411 W, 45.19 feet;
N 31-211141- W, 106.43 feet;
N 3900311411 W, 107.00 feet;
N 47023114-- W, 105.38 feet;
N 51-25114" W, 103.63 feet;
N 55044114" W, 103.88 feet;
N 60-18114" W, 85.51 feet to a point once again in the afore-
mentioned South right-of-way line of the C.R.I. and G. Railroad;
THENCE S 88052149" E along the South line of said railroad right-
of-way 1,380.03 feet to the point of beginning and containing
26.560 acres of land, more or less.
EXHIBIT "A", Page 7 of 7
EXHIBIT "B"
SCHEDULE OF PURCHASE PRICE ON OPTION DATE AND
THE DEFERRED PURCHASE PRICE ON EACH OPTION ANNIVERSARY DATE
(Average for Total Project Based Upon 1,222 Acres)
TOTAL PURCHASE PER ACRE
PRICE PURCHASE PRICE
At Option Date:. .- $14,820,000 $12,128
End of Year After Option _
1Date: . 1) $15,931,500 $13,037
2) $17,126,363 $14,015
3) $18,410,840 $15,066
4) $19,791,653 $16,196
5) $21,276,027 $17,411
6) $22,871,729 $18,717
7) $24,587,108 $20,120
8) $26,431,141 $21,629
9) $28,413,477 $23,252
10) $30,544,488 $24,996
11) $32,835,324 $26,870
12) $35,297,974 $28,886
II
EXHIBIT "Cu.
Accumulation of Credits Available for Application Toward Deferred Purchase
Price and/or Deferred Takedown Price.
following schedule shows the Deferred Purchase Price calculation if
The g
CentrePort desires to take down balance of entire property in any one year.
This schedule was based upon assumption that the takedown is made at end
-of year "and credit was calculated prior to payment at end.of year being
made. This schedule assumes a Purchase Price-of $14,820,000 at Option
Date.
Net Amount Due
to Purchase Entire
Property at End
Purchase Price Credit of Year
End of Year: 1) $15,931,500 $ $15,931,500
2) $17,126,363 $ 1,541,758 $15,584,605
3) $18,410,840 $ 3,199,147 $15,211,693
• 4) $19,791,653 $ 4,980,841 $14,810,812
5) $21,276,027 $6,896,162 $14,379,865
6) $22,871,729 $ 8,955,132 $13,916,597
7) $24,587,108 $11,168,524 $13,418,584
8) $26,431,141 $13,547,921 $12,883,220
9) $28,413,477 $16,105,773 $12,307,704
10) $30,544,488 $18,855,464 $11,689,024
11) $32,835,324 $24,764,528 $ 8,070,796
12) $35,297,974• $31,116,772 $ 4,181,306
The following schedule shows Amounts Paid to Date, Net Amounts Due and
Maximum Dollars Paid if CentrePort takes down balance of entire Property
in any one year. This is based upon same assumptions as above schedule.
Amount Paid Maximum
To Date Net Due Amount Paid
End of Year: 1) . $ $15,931,500 $15,931,500
2) $ 1,434,193. $15,584,605 $17,018,798
3) $ . 2,868,386 $15,211,693 $18,080,079
4) $ 4,302,579 $14,810,812 $19,113,391
5) $ 5,736,772 $14,379,865 $20,116,637
6) $ 7,170,965 $13,916,597 $21,087,562
7) $ 8,605,158 $13,418,584 $22,023,742
8) $10,039,351 $12,883,220 $22,922,571
9) $11,473,544 $12,307,704 $23,781,248
10) $12.907,73.7 $11,689,024 $24,596.761
11) $17,089,043 $ 8,070,796 $25,159,839
$25,451,655
12) $21,270,349 $ 4,181,306
•
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EXHIBIT "F"
TAKE DOWN PRICE UNDER PLAN "B"
RELEASE TAKE DOWN PRICE PER ACRE TAKE DOWN PRICE PER SO.
BLOCK AS OF OPTION DATE FT. AS OF OPTION DATE
1 $ 30,057 $ .69
2
30,057 .69
3 30,057 .69
4 30,057 •69
5 30,057 .69
6 30,057 •69
7 14,811 .34
8 30,057 .69
9 14,811 .34
10 14,811 .34
11 14;811 .34
12 10,498 .241
13 5,227 .12
14 5,227 .12
15 5,227 .12
16 30,057 .69
17 10,498 .241
18 10,498 .241
19 10,498 .241
20 10,498 .241
21 5,227 .12
22 5,227 .12
23 5,227 .12
24 5,227 .12
25 30,057 .69
26
10,498 .241
27 10,498 .241
28 10,498 .241
29 10,498 .241
30 5,227 .12
31 5,227 .12
i 32 5,227 ,12
33 5,227 .12
i
i
34 $ 5,227 $ .12
35 30,057 .69
i
36 . 10,498 .241
37 10,498 .241
38 10,498 .241
39 10,498 .241
40 5,227 .12
41 5,227 .12
42 5,227 .12
43 5,227 .12
44 5,227 .12
45 30,057 .69
46 14,811 .34
47 14,811 .34
48 14,811 .34
49 10,498 .241
50 5,227 .12
51 5,227 .12
52 5,227 .12
53 5,227 .12
54 5,227 .12
55 30,057 .69
56 10,498 .241
57 10,498 . .241
58 10.498 .241
59 10.498 .241
60 5.227 .12
61 5.227 .12
62 5.227 .12
63 5,227 .12
64 5,227 .12
65 14,811 .34
66 5,227 .12
67 5,227 .12
68 5,227 .12
69 5,227 .12
.12
5,227
70 -
71 5,227 .12
•
EXHIBIT "F" PAGE -3-
72 $ 5,227 $ .12
73 5,227 .12
74 5,227 .12
75 5,227 .12
76 5,227 .12
77 5,227 .12
I '
EXHIBIT "G"
TENANT LEASES
1. That certain Lease Agreement (City Secretary Contract No.
6127)-, dated as of October 1, 1968, between the City of Fort Worth,
as Lessor, and American Airlines, Inc. , as Lessee, as amended by
supplements dated March 1, 1972; May 1, 1975; and July 24, 1979.
2. That certain Lease Agreement (City Secretary Contract No.
8175) dated March 24, 1975, between the City of Fort Worth, as
Lessor, and Dalstrom Industries, Inc. , as Lessee, as amended by
Amendment (City Secretary Contract No. 8439) dated November 3,
1975, said lease terminating on June 25, 1980, as per termination
letters dated June 18, ' 1979, and June 29, 1979. -
ii
EXHIBIT "H"
PERMITTED EXCEPTIONS
1. Airport Zoning Ordinance of the Dallas-Fort Worth Regional
Airport - Ordinance No. 71-100 as approved and adopted by the Dallas-
Fort Worth Joint- Airport Zoning Board of the Dallas-Fort Worth
Regional Airport on December 16, 1971.
2. Mineral. interest reserved in Deed executed by Frank O.
Geneseke and wife, Minna J. Geneseke to the City of Fort Worth, dated
May 6, 1949, recorded in Volume 2087, Page 7, Deed Records, Tarrant
County, Texas. (Affects Tract 1 only) .
3. Lease Agreement between the City of Fort Worth, as Lessor,
and Lone Star Gas Company, as Lessee, dated October 15, 1952, re-
corded in Volume 2518, Page 133, Deed Records, Tarrant County, Texas.
(Affects Tract 1 only) .
4. Lease Agreement between the City of Fort Worth, as Lessor,
and Lone Star Gas Company, as Lessee, dated June 13, 1958, recorded
in Volume 3281, Page 469, Deed Records, Tarrant County, Texas.
(Affects Tract 1 only) .
5. Lease Agreement between the City of Fort Worth, as Lessor,
and Lone Star Gas Company, as Lessee, dated May 20, 1974, recorded
in Volume 5870, Page 819, Deed Records, Tarrant County, Texas.
(Affects Tract 1 only) .
6. Temporary Construction Easement executed by City of Fort
Worth to State of Texas dated September 24, 1973, recorded in Volume
5582, Page 293, Deed Records, Tarrant County, Texas. (Affects Tract
1--only) .
7. Denial-of Access executed by State Highway Commission
dated September 24, 1973, recorded in Volume 5582, Page 283, Deed
Records, Tarrant County, Texas. (Affects Tract 1 only) .
8. Easement executed by the City of Fort Worth to Southwestern .
Bell Telephone Company dated January 9, 1980, recorded in Volume 6884,
Page 2142, Deed Records, Tarrant County, Texas. (Affects Tract 1 only) .
9. Easement executed by City of Fort Worth to Southwestern
Bell Telephone Company dated July 13, 1972, recorded in Volume 5282,
Page 478, Deed Records, Tarrant County, Texas. (Affects Tract 1 only) .
10. Easement executed by City of Fort Worth to Texas Power &
Light Company dated November 15, 1971, recorded in Volume 5158, Page
396, Deed Records, Tarrant County, Texas. (Affects Tract 1 only) .
11. - Easement executed by City of Fort Worth to Texas Electric
Service Company dated November 13, 1959, recorded in Volume 3396,
Page 379, Deed Records, Tarrant County, Texas. (Affects Tract 1 only) .
12. Easement executed by Minna J. Geneseke, et vir, F. O. ,
to Texas Electric Service Company dated September 29, 1950, recorded
in Volume 2247, Page 301, Deed Records, Tarrant County, Texas. (Affects
Tract 3 only) .
13. Easement executed by Chas. A. Salzer, et ux, Catherine,
to Texas Electric Service Company dated September 21, 1950, recorded
in Volume 2240, Page 216, Deed Records, Tarrant County, Texas.
(Affects Tract 3 only) .
14. Easement executed by J., A. Crouch, et ux, Sarah E. , to
Texas Power & Light Company dated August 10, 1948, recorded in
Volume 2031, Page 13, Deed Records, Tarrant County, Texas; said
easement assigned to Texas Electric Service Company by instrument
dated October 10, 1968, recorded in Volume 4657, Page 39, Deed
Records, Tarrant County, Texas. (Affects Tract 2 only) .
I
15. Easement executed by Mrs. Nell Longfellow, et vir, 0. J. , to
Texas Power & Light Company dated August 12, 1948, recorded in Volume
2022, Page 519; assigned to Texas Electric Service Company by instru-
ment dated October 10, 1968, recorded in Volume 4657, Page 39, Deed
Records, Tarrant County, Texas. (Affects Tract 3 only) .
16. Easement executed by City of Fort Worth to Texas Electric
Service Company dated May 22, 1970, recorded in Volume 4897, Page 374,
Deed Records, Tarrant County, Texas. (Affects Tracts 1 and 3 only) .
17. Easement executed by City of Fort Worth to Lone Star Gas
Company dated October 27, 1971, recorded in Volume 5295, Page 716,
Deed Records, Tarrant County, Texas. (Affects Tract 1 only) .
18. Easement executed by City of Fort Worth to Lone Star Gas
Company dated September 3, 1952, recorded in Volume 2491, Page 345,
Deed Records, Tarrant County, Texas. Partially released by instrument
dated January 22, 1980, executed by Enserch Corporation (successor to
Lone Star Gas Company) recorded in Volume 6939, Page 867, Deed Records ,
Tarrant County, Texas. (Affects Tract 1 only) .
19. Easement executed by R. F. Smith to Lone Star Gas Company
dated February 9, 1910, recorded in Volume 329, Page 545, Deed Re-
cords, Tarrant County, Texas. Partially released by instrument dated
January 22, 1980, executed by Enserch Corporation (successor to Lone
Star Gas Company) recorded in Volume 6939, Page 867, Deed Records,
Tarrant County, Texas. (Affects Tract 1 only) .
20. Easement executed by W. B. Cowan, et ux, to Lone Star Gas
Company dated March 20, 1918, recorded in Volume 550, Page 8, Deed
Records, Tarrant County, Texas. Partially released by instrument
dated January 22, 1980, executed by Enserch Corporation (successor to
Lone Star Gas Company) recorded in Volume 6939, Page 867, Deed Records,
Tarrant County, Texas. (Affects .Tract 1 only) .
21. Easement executed by Winnie T. Bray, et a1, to Lone Star Gas
Company dated March 15, 1918, recorded in Volume 520, Page 559, Deed
Records, Tarrant County, Texas. Partially released by instrument
dated January 22, 1980, executed by Enserch Corporation (successor to
Lone Star Gas Company) recorded in Volume 6939, Page 867, Deed Records,
Tarrant County, Texas. (Affects Tract 1 only) .
22. Easement executed by C. S. Kendall and Anna Lee Kendall to
Lone Star Gas Company dated March 27, 1926, recorded April 13, 1926,
in Volume 899, Page 619, Deed Records, Tarrant County, Texas. Partially
released by instrument dated January 22, 1980, executed by Enserch
Corporation (successor to Lone Star Gas Company) recorded in Volume
6939, Page 867, Deed Records, Tarrant County, Texas. (Affects Tract 1
only) .
23. Easement executed by Anna Lee Kendall to Lone Star Gas
Company dated April 14, 1930, recorded in Volume 1108, Page 509 , Deed
Records, Tarrant County, Texas. Partially released by instrument
dated January 22, 1980, executed by Enserch Corporation (successor to
Lone Star Gas Company) recorded in Volume 6939, Page 867, Deed Records,
Tarrant County, Texas. (Affects Tract 1 only) .
24. Easement executed by B. F. McGlothlin to Lone Star Gas
Company dated July 21, 1950, recorded in Volume 2241, Page 3.49, Deed
Records, Tarrant County, Texas. Partially released by instrument
dated January 22, 1980, executed by Enserch Corporation (successor to
Lone Star Gas Company) recorded in Volume 6939, Page 867, Deed Records,
Tarrant County, Texas. (Affects Tract 1 only) .
25. Easement executed by City of Fort Worth to Lone Star Gas
Company dated August 2, 1950, recorded in Volume 2241, Page 347, Deed
Records, Tarrant County, Texas. Partially released by instrument
dated January 22, 1980, executed by Enserch Corporation (successor to
Lone Star Gas Company) recorded in Volume 6939, Page 867, Deed Records,
Tarrant County, Texas. (Affects Tract 1 only) .
26. Easement executed by Minna J. Geneseke and husband, F. O.
Geneseke to Lone Star Gas Company dated November 21, 1951, recorded in
Volume 2395, Page 86, Deed Records, Tarrant County, Texas. Partially
released by instrument dated January 22, 1980, executed by Enserch
Corporation (successor to Lone Star Gas Company) recorded in Volume
6939, Page 867, Deed Records, Tarrant County, Texas. (Affects Tract3
only) .
27. Easement executed by City of Fort Worth to Lone Star Gas
Company dated June 13, 1958, recorded in Volume 3281, Page 465, Deed
Records, Tarrant County, Texas. Partially released by instrument
dated January 22, 1980, executed by Enserch Corporation (successor-to
Lone Star Gas Company) recorded in Volume 6939, Page 867, Deed Records,
Tarrant County, Texas. (Affects Tract 1 only) .
28. Easement executed by Nell Longfellow, et vir, Otto J. , to
Texas Pipe Line Company dated February 13, 1947, recorded in
Volume 1885, Page 144, Deed Records, Tarrant County, Texas. (Affects
Tracts 1 and 3 only) .
29. Easement executed by Minna J. Geneseke and husband, F. O. ,
to Texas Pipe Line Company dated April 7, 1951, recorded in
Volume 2308, Page 481, Deed Records, Tarrant County, Texas. (Affects
Tract 3 only) .
30. Easement executed by Chas. Salzer, et ux, to Texas Pipe
Line Company dated May 20, 1947, recorded in Volume 1987, Page 94,
Deed Records, Tarrant County, Texas. (Affects Tracts 2 and 3 only) .
31. Easement executed by Percy Davis et ux, Matt Lester
Davis, to Texas Pipe Line Company dated February 26, 1947, recorded
in Volume 1889, Page 474, Deed Records, Tarrant County, Texas.
(Affects Tract 1 only) .
32. Easement executed by A. T. Maxwell dated April 30, 1947,
to Texas Pipe Line Company recorded in Volume 1925, Page 66, Deed
Records', Tarrant County, Texas. (Affects Tract 3 only) .
r�nntt�t'1' "1" i
AVIGATION EASEMENT AND RELEASE
THE` STATE OF TEXAS S
S KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF S
WHEREAS,
(hereinafter called "Owner%. whether one or more) , is the owner of
that certain parcel of land situated in the City of ,
County, Texas, being more particularly described in
Exhibit "A" attached hereto and incorporated herein for all pur-
poses (hereinafter called the "Property") .
NOW, THEREFORE, in consideration of the sum of ONE AND N01100
DOLLAR ($1.00) and other good and valuable consideration, the re-
ceipt and sufficiency of which is hereby acknowledged and confessed,
Owner does hereby grant, sell and convey unto the Cities of Dallas,
Texas, and Fort Worth, Texas; and the Dallas-Fort Worth Regional
Airport Board, their successors and assigns (hereinafter called
"Cities") ,- for the use and benefit of the public and its agencies,
an Avigation Easement for free and unobstructed passage of aircraft
("aircraft" being defined as any contrivance now known or hereafter
invented, used or designed for navigation of or flight in the air)
through the airspace above said Property at heights above the
imaginery surfaces as established by and shown on "The Hazard
Zoning Maps of the Joint Airport Zoning Board for the Dallas-Fort
Worth Regional Airport" identified and incorporated in the Airport
Zoning Ordinance of the Dallas-Fort Worth Regional Airport, Zoning
Ordinance No. 71-100, to which reference is hereby made for all
purposes and which maps are incorporated herein by reference.
TO HAVE AND TO HOLD such Avigation Easement, together with all
and singular the rights and appurtenances thereto in any wise
belonging, and Owner does hereby bind himself, his successors,
heirs, executors and assigns, to forever warrant and defend all and
singular. the said rights granted herein unto the said Cities, their
successors and assigns, against every person whomsoever lawfully
claiming or who might hereafter claim the same or any part thereof.
As an appurtenance to this grant, Owner does hereby waive,
release, remise, quitclaim and forever hold harmless the said
Cities, their successors and assigns, from any and all claims for
damages of any kind that Owner may now have or hereafter have by
reason of the passage of any and all aircraft ("aircraft" being
defined as any contrivance now know or hereafter invented, used or
designed for navigation of or flight in the air) , by whomsoever
owned or operated, in the airspace over Owner's Property, at
heights above the imaginery surfaces as established by and shown on
"The Hazard Zoning Maps of the Joint Airport Zoning Board for the
Dallas-Fort Worth Regional Airport" identified and incorporated in
the Airport Zoning Ordinance of the Dallas-Fort Worth Regional
Airport, Zoning Ordinance No. 71-100, to which reference is hereby
made for all purposes and which maps are incorporated herein by
reference, to an infinite height above same. Such release shall
include, but not be limited to, any damages to Owner's described
Property, such as noise, vibration, fumes, dust, fuel and lubricant
particles, and all other effects from the operation at or on the
Dallas-Fort Worth Regional Airport, whether such claim be for
injury or death to person or persons or damages to or taking of
property.
This Release shall be binding upon Owner, his successors, heirs,
executors, administrators and assigns, and shall be a covenant running
with the land, same to be recorded in the Deed Records of Tarrant
County, Texas.-
EXECUTED this day of , A.D. , 19
(owner) ;
I
` STATE OF TEXAS S
� I
COUNTY OF
BEFORE ME, the undersigned authority in and for said County
and State, on this day personally appeared
known to me to be the person
whose name is subscribed to the foregoing instrument and acknow-
ledged to me that he executed the same for the purposes and con-
sideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of
19
Notary Public in and for
County, TEXAS
[SEAL)
My commission expires:
-2-