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Home My WebLink AboutContract 15392 CiTY 84ECRETARY &4T-, ,0,�j7T t%Z ASSIGNMENT OF OPTION C FOR AND IN CONSIDERATION of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, CENTREPORT JOINT VENTURE, a Texas joint venture composed of CentrePort Investors, a Texas general partnership and CentrePort Associates, a Texas general partnership, (hereinafter called the "Borrower"), does hereby TRANSFER, ASSIGN AND CONVEY unto REPUBLICBANK DALLAS, N.A. , (hereinafter called the "Bank") all of the rights, interests, benefits and privileges of the Borrower under that certain Option to Purchase Land dated June 5, 1980, (the "Option") recorded in Volume 6943, Page 893 of the Deed Records of Tarrant County, Texas, and also recorded in Volume 81026, Page 0777, of the Deed Records of Dallas County, Texas, by and between Borrower, as Holder, and the City of Fort Worth, a municipal corporation, as Owner, providing for the option to purchase certain real estate more particularly described therein. However, the Bank does not hereby assume any of the Borrower's liabilities, duties or obligations under either the Option, the First Assignment, or the Second Assignment (as hereinafter defined) . The foregoing Assignment constitutes security for the payment of one Restated and Amended Deed of Trust Note dated of even date herewith, in the original principal sum of EIGHTY-TWO MILLION FIVE HUNDRED FIFTEEN THOUSAND AND N01100 DOLLARS ($82,515,000.00) (the "Note") executed by Borrower and payable to the order of Bank. The Bank shall not exercise any rights hereunder unless an Event of Default shall have occurred under the provisions of that certain Loan Agreement dated May 31, 1985, as amended by that certain Letter Agreement by and between Borrower dated of even date herewith and incorporated herein by reference for all purposes, or Bank shall have demanded payment pursuant to the Note. ns/861136 Borrower hereby acknowledges and agrees that Bank has sold a participation interest in the Note to Chase Manhattan Bank (National Association) ("CMB"), and Borrower hereby consents to such participation. Borrower further acknowledges and agrees that, in accordance with the Participation Agreement between CMB and Bank, CMB may under certain conditions succeed to the rights of Bank under the loan documents between Borrower and Bank. If and when the indebtedness evidenced by the Note shall have been fully paid and satisfied without the necessity of Bank exercising its rights hereunder, this Assignment shall, upon written notice to the City of Fort Worth by Bank, terminate and thereafter be of no further effect. The City of Fort Worth executes this instrument for the purpose of evidencing its consent to the foregoing Assignment and its knowledge of the contents thereof. The City of Fort Worth further agrees that no renewal, extension or modification of the Option shall be entered into or authorized by the City of Fort Worth unless the prior written consent of Bank approving any such renewal, extension or modification is obtained. In addition, the City of Fort Worth hereby agrees that in the event of default by CENTREPORT JOINT VENTURE pursuant to the Option, the City of Fort Worth shall give Bank thirty (30) days written notice of any such default within which to cure any such default, or, if such default not be susceptible of cure within thirty (30) days, Bank shall have thirty (30) days from the receipt of such notice within which to commence cure of any such default and thereafter to continue to diligently pursue said cure to completion. As of the date hereof, all payments required by the Option have been made and the Borrower is not in default in the performance of any obligation, covenant or agreement contained in the Option. This Assignment is in renewal, extension, rearrangement, modification, but not in extinguishment of (i) that certain Assignment of Option to Purchase Land (the "First Assignment") dated September 16, 1983, from Borrower to Bank duly recorded in Volume 7650, Page 971 of the Deed Records of Tarrant County, Texas, the First Assignment securing that certain Promissory Note ,,,dated September 16, 1983, in the original principal sum of $70,000,000.00, and (ii) that certain Assignment of Option (the "Second Assignment") dated May 31, 1985, from Borrower to Bank duly recorded in Volume 8199, Page 288 of the Deed of Trust Records of Tarrant County, Texas, and also recorded in Volume 85133, Page 3866 of the Deed of Trust Records of Dallas County, Texas, the Second Assignment securing that certain Deed of Trust Note dated May 31, 1985, in the original principal amount of $71,500,000.00. Borrower acknowledges that all liens, equities and rights securing the payment of the aforesaid $70,000,000.00 Note and the $71,500,000.00 Note are hereby renewed, extended and rearranged and acknowledged to be valid and subsisting and in full force and effect. EXECUTED the 7th day of November_, 1986. BORROWER: CENTREPORT JOINT VENTURE, a Texas joint venture By: CENTREPORT INVESTORS, a Texas general partnership By: CENT E PMENT CO. , INC. , it 9 By: By: C EPORT ASSOCIATES, a Texas genera Iartnership By: CE VELOPMENT CO. , INC. , it By- ACKNOWLEDGED AND AGREED TO: THE CITY OF FORT WORTH, TEXAS, a municipal corporation By:n)XA,�� ltg��-nior &�S'i-,tanf (ity Manager oks TO T 14,9ST-, Gi y AttorAe-y- -3- ATTEST: GAty Secretary of Fort Worth, Texas APPR , ED As FOR ND jr LE LITY: � �—Ontraat Au-2o—,� 1,.+j.. Date 1F t Wjg Cirttorney THE STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before me on November 7 1986, by JEFFREY L. SWOPS —, Executive Vice Presidentof Centre Development Co. , Inc. , Managing Partner of CENTREPORT INVESTORS, a Texas partnership, on behalf of the said partnership. [SEAL] NO AR PWLIC, STATE OF TEXAS Notary' s Name printed: BILLYE JAMES BADHAM My Commission Expires:— 9-14-88 THE STATE OF TEXAS § COUNTY OF DALLAS This instrument was acknowledged before me on November 7 1986, by JEFFREY L. SWOPE Executive Vice President--Of Centre Development Co. , Inc. , Managing Partner of CENTREPORT ASSOCIATES, a Texas partnership, on behalf of the said partnership. [SEAL'i NPTARY VUBUC, STATE OF TEXAS Notary's Name printed: BILLYE JAMES BADHAM My Commission Expires: 9-14-88 THE STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before me on 1986, by o--:7-Ljeg-/ I SeARDIZ d55,-t;1,,F6A-XidNmey oi the CITY OF FORT WORTH, /TEXAS, a municipal corporatioh, off behalf of said municipal corporation. ILIA, e L, SEii.L NOTAR Y PUBL11C, ST E OF TEXAS Notary' s Name printed: ,../ tz . (,i'(,.s My Commissioii Expires: MICHAEL E.PYLES Notary Public,State of Texas my commission Expires -4- �A City o,f Fort Worth; Texas .tea o"r and cCouncil Communication DATE REFERENCE SUBJECT: Contract for Sale of Greater PAGE NUMBER Southwest International } C-4425 Air ort Site i of 1 f I On November 1, 1978, the City Council adopted a resolution announcing its intent to sell the-Greater Southwest International Airport site to the Dal-Mac Development Company, Inc., rejecting all bids other than the highest and best, directing the City Manager to negotiate the best sale i contract possible with Dal-Mac Development Company, Inc. for presenta tion to the Council at the earliest practicable date, and directing the City Secretary to publish the announced intention to sell once weekly for four consecutive weeks. The publication requirements will have been fulfilled on November 24, 1978. Negotiations between the City Manager and Dal-Mac Development Company, Inc., were reviewed and furnished the Council in Informal Report No. 3216 dated November 13, 1978. A final draft of the contract herewith is fur- nished the Council for scrutiny. i Recommendation i It is recommended that the City Council authorize the City Manager to enter into a contract with Dal-Mac Deve went Company, Inc., for the sale of the Greater Southwest International Airport s; e un er the terms'i and conditions set forth in the attached contract. i 1 i RLH:ms Attachment � . ,f ,i i SUBMITTED BY: DISPOSITION BY COUNCIL: OCE S BY p APPROVED p OTHER (DESCRIBE) ZVI,TY $ CRETARY QlaL. LJ e, DATE CITY MANAGER j