HomeMy WebLinkAboutContract 35324 (2)\
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FIFTH AMENDMENT TO OPTION TO PURCHASE LAND
STATE OF TEXAS
COUNTIES OF DALLAS
AND TARRANT
.
THIS FIFTH AMENDMENT TO OPT�� IQ�1 TO PURCHASE LAND (herein, this
"AmendmenY') is entered into effective as of ��, 2007, by and between THE CITY OF
FORT WORTH, a municipal corporation (herein, "Fort Worth") and CENTREPORT
VENTURE, INC., a Massachusetts corporation qualified to do business in Texas (herein,
"Venture, Inc.").
RECITALS:
A. On June 5, 1980, CentrePort Joint Venture (herein, "CentrePort") and Fort Worth
entered into that certain Option to Purchase Land (herein, the "Original Option") pursuant to
which Fort Worth granted to CentrePort an option for the purchase of certain real property then
owned by Fort Worth and located in Tarrant and Dallas Counties, Texas, commonly known as the
"Greater Southwest International Airport." The Original Option is recorded in Volume 6943,
Page 893 of the Tarrant County Records, Tarrant County, Texas, to which reference is hereby
made for all purposes.
B. On April 22, 1983, the Original Option was modified as part of an unrecorded
Lease Termination Agreement (herein so called) executed among Fort Worth, CentrePort and
American Airlines, Inc., to which reference is hereby made for all purposes.
C. EfFective as of June 5, 1988, CentrePort and Fort Worth further amended the
Original Option. That amendment (herein the "First Amendment") is recorded in Volume 9468,
Page 1451 of the Tarrant County Records, Tarrant County, Texas, to which reference is hereby
made for all purposes.
D. By that certain Assignment of Option to Purchase Land (herein, the "First
Assi�nmenY') dated December 15, 1989, CentrePort transferred, assigned and conveyed to
Centre Consolidated Properties, Ltd., (herein, "CCP") all of its rights, interests and benefits
under the Original Option, the Lease Termination Agreement, and the First Amendment. The
First Assignment is recorded in Volume 09796, Page 1974, Tarrant County Records, Tarrant
County, Texas, to which reference is hereby made for all purposes.
E. By that certain Assignment of Option to Purchase Land (herein, the "Second
Assi�nmenY') dated February 8, 1991, CCP transferred, assigned and conveyed to Venture, Inc.,
all of its rights, interests and benefits under the Original Option, the Lease Termination
Agreement and the First Amendment and the same are now owned and held by Venture, Inc. The
Second Assignment is recorded in Volume 10169, Page 1096, Tarrant County Records, Tarrant
County, Texas, to which reference is hereby made for all purposes.
HOU2518749.7
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F. Effective as of February 8, 1991, Venture, Inc., and Fort Worth further amended
the Original Option. That amendment (herein, the "Second Amendment") is recorded in Volume
10169, Page 1156 of the Tarrant County Records, Tarrant County, Texas, to which reference is
hereby made for all purposes.
G. Effective as of December 5, 1995, Venture, Inc., and Fort Worth further amended
the Original Option. That amendment (herein, the "Third AmendmenY') is recorded in Volume
96228, Page 00011 of the Official Real Property Records of Dallas County, Texas and in Volume
12586, Page 1914 of the Tarrant County Records, Tarrant County, Texas, to which reference is
hereby made for all purposes.
H. Effective as of June 3, 2005, Venture, Inc. and Fort Worth further amended the
Original Option. That amendment (herein, the "Fourth AmendmenY') is recorded in
Volume 2005 108, Page 0047 of the Official Real Property Records of Dallas County, Texas, and
as Instrument Number D205157215 of the Official Real Property Records of Tarrant County,
Tarrant County, Texas, to which reference is hereby made for all purposes.
I. The Original Option, the Lease Termination Agreement, the First Amendment, the
Second Amendment, the Third Amendment and the Fourth Amendment are hereinafter referred
to collectively as the "Option A�reement."
J. The land presently subject to the Option Agreement (the "Remainin� Option
Pro er ") consists of the Property (identified on Exhibit "A" to the Original Option) less all
land heretofore conveyed by Fort Worth to Venture, Inc., ( the "Conveved Property") (and/or its
predecessors, CentrePort and CCP) pursuant to the Option Agreement.
K. The Option Agreement provides that mineral interests in the property will be
divided upon conveyance according to the terms of the Option Agreement.
L. The parties hereto now wish to further amend the Option Agreement to allow Fort
Worth to convey a portion of the mineral interest of the Remaining Option Property to Venture,
Inc. before the property is taken down, in exchange for Venture, Inc. agreeing to lease all of the
mineral interests in the Remaining Option Property under the terms contained herein.
M. Unless expressly stated otherwise, all capitalized terms used herein shall have the
same meaning as ascribed to them in the Option Agreement.
NOW, THEREFORE, for and in consideration of the premises and the mutual benefits to
accrue to each of the parties hereto, the parties have agreed and do hereby further amend the
Option Agreement as follows:
1. Parag�raph 8, as amended in the Fourth Amendment, is hereby deleted in its
entirety. With respect to the Remaining Option Property and the Excluded
Property, Fort Worth and Venture, Inc., hereby agree that the following restated
Parag_raph 8 of the Original Option shall control:
"8, Within thirty (30) days from the date of execution of this
Agreement, Fort Worth shall execute a mineral deed to Venture, Inc. pursuant to
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HOU2518749.7
this Option which shall include the following language: `The City of Fort Worth
hereby RESERVES and RETAINS unto itself a non-executive mineral interest
equal to an undivided one-half (50%) of the oil and gas in and under the Property,
together with the corresponding right to receive one-half (50%) of all (i) lease
bonus, (ii) delay rentals, and (iii) the lessor's royalty provided in any oil and gas
lease covering the Property. The foregoing reservation is of oil and gas only,
together with any other substances or minerals that may be produced in
association therewith. CentrePort, its successors and assigns, shall have the
exclusive right to enter into, negotiate, and execute oil and gas leases over the
entire Property, including Fort Worth's reserved undivided one-half (50%)
interest in and to the oil and gas in and under the Property, without the joinder or
prior consent of Fort Worth, so long as the oil and gas leases contain the
minimum terms set forth herein.
Venture, Inc. and Fort Worth agree that any oil and gas lease which does
not contain at least the minimum terms set forth herein shall be void. Nothing
herein shall be construed as to prohibit Venture, Inc. from executing any oil and
gas lease providing for bonus or royalty payments which exceed the minimum
terms contained herein. In the following provisions, Lessor shall mean "Venture,
Inc. and Fort Worth." "Lessee" shall mean the Person (hereafter defined) that
executes an oil and gas lease over any portion of the mineral interests in the
Remaining Option Property. As used in the oil and gas lease provisions set forth
below, the following terms shall have the meanings ascribed to them below:
"Affiliate" means any Person (defined below) that, directly or indirectly,
through one or more other Persons, controls, is controlled by, or is under common
control with the Person specified. With respect to any Person (i) the securities of
which are not publicly traded and (ii) that has no ultimate parent the securities of
which are publicly traded, the term "Affiliate" shall also include (a) any executive
officer, partner, manager, or director of the Person specified, (b) any Person
controlled by one or more executive officers, partners, managers, or directors of
the Person specified, or (c) any Person related (by blood or marriage) to any
executive officer, partner, manager, or director. For the purpose of this definition
of Affiliate, the term "control" means the power to direct or cause the direction of
the management of such Person, whether through the ownership of voting
securities, by contract or agency or otherwise.
"Gas ContracY' has the meaning set forth in Section 3.1 below.
"Hydrocarbons" means oil, gas, and other gaseous and liquid
hydrocarbons.
"Leased Premises" means that portion of the Remaining Option Property
described or referred to in Exhibit A attached hereto and made a part hereof for all
purposes.
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HOU:2518749.7
"Person" means an individual, group, partnership, limited liability
company, corporation, trust, or other entity.
"Royalty Percentage" means twenty-five percent (25%).
"Royalty Valuation PoinY' means the point of first sale or other disposition
of the applicable Hydrocarbons or other substances by Lessee (or an Affiliate
thereo fl to a Person that is not an Affiliate or, if upstream of such point in the case
of gas, that point where gaseous Hydrocarbons are first delivered into an interstate
or intrastate gas utility pipeline in which neither Lessee nor any Affiliate owns,
individually or in the aggregate, directly or indirectly (whether through the
ownership of securities or otherwise), greater than an aggregate ten percent (10%)
interest.
I. Royalties
The royalties to be paid or delivered by Lessee to Lessor, its
successors and assigns, are as follows:
1.1 Oil Royaltv. The royalty on oil, condensate, distillate, and
other liquid Hydrocarbons produced and saved by Lessee from the Leased
Premises shall be the Royalty Percentage of that produced and saved, the same to
be delivered, free of all costs, at the well or to the credit of Lessor into the
pipeline to which the well may be connected, of the �reater of (i) the market value
at the Royalty Valuation Point, or (ii) the highest posted price plus any applicable
premium therefor prevailing in the field where produced on the date of purchase
(or if there is no such posted price for such field on such date, then the highest
posted price plus any applicable premium prevailing in the nearest field in which
a posted price has been established as of such date, such price to be appropriately
adjusted for any differences in grade, gravity and other physical properties).
Lessor's interest in either case shall bear no part of the costs of treating the oil to
render it marketable.
1.2 Gas RoYaltv. The royalty on gas, casinghead gas, and other
gaseous substances produced and saved from the Leased Premises, subject to
Section 1.3 below, shall be the Royalty Percentage of the market value at the
Royalty Valuation Point.
1.3 Processed Gas. The royalty on gas, casinghead gas, and other
gaseous substances produced and saved from the Leased Premises and processed
through or otherwise treated in any plant, whether by, or on behalf of, Lessee or
any third party, shall be the hi er of (i) the Royalty Percentage of the market
value of such gas at the inlet of the plant, or (ii) the sum of (a) the Royalty
Percentage of the market value at the tailgate of the plant of all liquid
Hydrocarbons extracted or otherwise recovered from such gas, plus (b) the
Royalty Percentage of the market value at the Royalty Valuation Point of all
residue gas, which residue gas is understood to be the Hydrocarbon gas at the
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HOU2518749.7
tailgate of the plant after the same has been processed or treated, and (c) the
Royalty Percentage of the market value at the tailgate of the plant of all other
substances extracted or otherwise recovered from such gas, including carbon
dioxide and hydrogen sulfide, and any products extracted or recovered therefrom,
including sulfur.
1.4 Market Value. The "market value" of all gaseous
Hydrocarbons sold hereunder shall be determined at the Royalty Valuation Point
by reference to the gross heating value (measured in British Thermal Units) and
quality of the gas. Notwithstanding anything herein to the contrary, the market
value used in the calculation of all royalty hereunder shall be determined as
follows: (i) in the case of a transaction between Lessee and a non-affiliated third
party—market value shall be the gross proceeds and the value of any other
consideration received by Lessee in an arm's length transaction with a non-
affiliated third party in connection with the sale, use, or other disposition of
Hydrocarbons or other substances produced from the Leased Premises or
otherwise extracted or recovered therefrom, without deduction, offset, fee, or
charge of any kind or nature; (ii) in the case of a transaction between an Affiliate
of Lessee and a non-affiliated third party—market value shall be the gross
proceeds and the value of any other consideration received by the Affiliate in an
arm's length transaction with a non-affiliated third party in connection with the
sale, use, or other disposition of Hydrocarbons or other substances produced from
the Leased Premises or otherwise extracted or recovered therefrom, without
deduction, offset, fee, or charge of any kind or nature thereof; and (iii) subject to
Section 1.6 below, in the case of a transaction between a Lessee or any Affiliate
of Lessee and any Person in which Hydrocarbons are swapped, exchanged, used,
or otherwise disposed of by Lessee or an Affiliate for no or inadequate
consideration—market value shall be the gross proceeds and the value of any
other consideration which would have been received by Lessee (or any Affiliate)
in an arm's length transaction with a non-affiliated third party in connection with
the sale of Hydrocarbons or other substances produced from the Leased Premises
or otherwise extracted or recovered therefrom, without deduction, offset, fee, or
charge of any kind or nature thereo£ Under no circumstances shall market value
ever be less than the amount of gross proceeds actually received by the Lessee for
the sale, use, or other disposition of Hydrocarbons or other substances produced
in association therewith.
1.5 No Post-Production Charges. Notwithstanding any other
provisions hereunder, but subject to Section 1.6 below, Lessor shall not be
required to pay, and Lessor's royalty shall not be reduced, directly or indirectly,
on account of or charged with, any post-production cost, charge, expense, or
deduction, or any other cost of making the Hydrocarbons or other substances
produced hereunder ready or available for market, including the costs of
gathering, transporting to the Royalty Valuation Point, compressing, dehydrating,
processing (whether for the extraction or recovery of liquid or liquefiable
Hydrocarbons, carbon dioxide, hydrogen sulfide or other substances), treating,
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HOU2518749.7
separating, storing, or marketing Hydrocarbons or other substances, it being the
duty of Lessee to deliver same to the purchaser thereof free of all costs to Lessor.
1.6 Lease Use. Lessee shall have the right to use, free of royalty,
gas produced hereunder (i) on the Leased Premises onlv for purposes of
conducting operations thereon and (ii) off the Leased Premises only to the limited
extent used as fuel in connection with Lessee's gas gathering operations or in a
gas processing or treating plant. Lessee's right to use free gas under clause (ii)
above is limited to only that use as is reasonably necessary in connection with
compressing, processing, or treating gas produced from or attributable to the
Leased Premises. If Lessee uses fuel gas for purposes of gathering, processing, or
treating gas produced from the Leased Premises that is commingled with any
other gas, Lessee's right to free fuel gas hereunder shall be limited to that amount
of gas proportionately allocable to the gas produced from the Leased Premises
that is commingled and so compressed, processed, or treated.
1.7. Field Separation. If the gas produced and saved from the
Leased Premises should be sufficiently impregnated with gasoline, condensate, or
other liquid Hydrocarbons in suspension so that paying quantities of such
gasoline, condensate, or other product can be separated from said gas and
liquefied as a practical lease operation by the installation by Lessee of traps,
separators, or other devices ordinarily used in the industry for such purpose, then
Lessee shall install upon the Leased Premises such device or devices to recover
said gasoline, condensate, or other products, and Lessor shall receive its Royalty
Percentage as specified in Section l.l of the gasoline, condensate, or other
liquefied products recovered in such manner, together with its Royalty Percentage
on residue gas in the amount and determined as provided above.
1.8 Royalties in Kind. Lessor shall always have the right, at any
time and from time to time, upon not less than thirty (30) days written notice to
Lessee, to take in kind such Lessor's Royalty Percentage share of Hydrocarbons
and other substances produced and saved from the Leased Premises (including
processed liquids and residue gas). Lessor may elect to take Lessor's royalty gas
in kind at the well, or at the point of delivery where Lessee delivers Lessee's gas
to any third party. If royalty gas is processed, Lessor may elect to take Lessor's
royalty share of the residue gas attributable to production from the Leased
Premises, at the same point of delivery where Lessee receives its share of residue
gas or has its share of residue gas delivered to a third party. Lessor may elect to
have the royalty share of processed liquids stored in tanks at the plant or delivered
into pipelines on the same basis as Lessee's share of liquids is stored or delivered.
Lessor shall reimburse Lessee for all reasonable costs incurred by Lessee in
installing, operating or maintaining additional facilities necessary for Lessor's
royalty gas and processed liquids to be separately metered, accounted for, and
delivered to a third party; provided, that, Lessor shall not be charged for any
expense in the production, gathering, dehydration, separation, compression,
transportation, treatment, processing, storage, or marketing of Lessor's share of
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HOU2518749.7
royalty gas and processed liquids along with Lessee's share of gas and processed
liquids.
1.9 Prepayments. Lessor, or its Affiliate, as applicable, may elect
from time to time to:
(i) treat any monies received by Lessee under any agreement for the sale,
use, or other disposition of Hydrocarbons from the Leased Premises in the nature
of a prepayment for deliveries of such production to be made at a future date (or
for deliveries of such production which the purchaser thereof may request at a
future date), including "advance payrnents," "take-or-pay payments," or sums
paid to compromise or settle claims in respect of such or other prepayment
obligations, as proceeds of production from the Leased Premises when received
by Lessee, and royalty under said Lease shall be due and owing as if such
production were produced and sold, used, or otherwise disposed of subject to any
potential refund obligation. All royalty amounts paid in respect of such
prepayments shall be credited against and deducted from the royalty amounts due
when production from the Leased Premises in respect of which such prepayments
were received is delivered by Lessee to a non-affiliated purchaser thereof; or
(ii) accept its royalties with respect to Hydrocarbon production from the
Leased Premises when produced in accordance with this Lease.
1.10 Payment of Royaltv' Termination Remedv.
(i) All royalties hereinabove provided shall be payable in cash to
Lessor within sixty (60) days following the first commercial sale of production
and thereafter no more than thirty (30) days after the end of the month following
the month during which production takes place.
(ii). Any lease shall provide that upon the failure of any party to pay
Lessor the royalty as provided in this herein, Venture, Inc. shall terminate the
Lease by sending written notice to Lessee. Lessee shall then have thirty (30) days
from the date of service of such written notice in which to avoid termination of
the Lease by making or causing to be made the proper royalty payment or
payrnents that should have been paid. If such royalty payment is not made on or
before the expiration of the 30-day period, or written approval is not obtained
from Venture, Inc. to defer such payment, Venture, Inc. may elect to terminate
this Lease by filing a Notice of Termination with the County Clerk in the county
where the Leased Premises are located. The effective date of said termination
shall be the date said Notice of Termination is filed with the said County Clerk.
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HOU:2518749.7
Article II. Oil and Gas Only
2.1 Oil and Gas Only. This Lease is intended to cover and apply only to
Hydrocarbons, but shall also include such other substances as may be produced
incidental to and as a part of or mixed with such Hydrocarbons. Subject to the
rights granted to Lessee hereunder, Lessor reserves and retains separately the right
to lease or to conduct or otherwise grant the right to others to conduct operations
on the Leased Premises for the discovery, production and transportation of coal,
lignite, uranium, and all other minerals and substances, except Hydrocarbons as
described hereinabove and covered by this Lease, including the right to conduct
exploration, geologic and geophysical surveys, to drill and produce water wells, to
obtain water for drilling and mining operations, and to produce said minerals by
the drilling of wells, the sinking of shafts, or by open-pit or strip-mining
operations, and to erect and construct buildings, roads, and other improvements
for said purposes. Lessee agrees to conduct its operations hereunder in such a
manner as will not unreasonably interfere with the rights of Lessor or its
successors or assigns with respect to such other operations.
2.2 Other Substances. In circumstances in which some other substances
(including helium and sulphur) may be produced necessarily with and incidental
to the production of oil or gas from the Leased Premises and, in such event, this
Lease shall also cover all such other substances so produced. Lessor shall receive
its Royalty Percentage of the market value thereof of all such other substances so
produced and saved, same to be delivered to Lessor, free of all costs.
Article III. Lessee's Gas Contract; Ratification; Overpayments
3.1 Lessee's Gas Contract. Any lease must provide that the Lessee will not
enter into any contract for the sale, delivery, transportation, or processing of gas
produced from the Remaining Option Property with a non-affiliate (a "Gas
ContracY') for a term of more than two (2) years from the effective date of such
Gas Contract, unless such contract provides for annual price redeterminations.
3.2 Lessor's Ratification. Any lease shall provide that at least thirty (30)
days prior to the Lessee's execution of any Gas Contract, Lessee shall provide
Lessor with a complete copy of the proposed Gas Contract, and Venture, Inc. shall
have fifteen (15) days within which to: (i) ratify such Gas Contract, or (ii) notify
Lessee in writing that it does not approve of such Gas Contract and provide Lessee
with a statement of the reasons that Venture, Inc. disapproves the Gas Contract. If
Venture, Inc. fails or refuses to respond within the fifteen (15) day
ratification/rejection period, then the Gas Contract shall be deemed ratified by
Lessor. Thereafter, gas sold pursuant to the Gas Contract shall be deemed sold at
market value based on the gross price stated therein. The lease shall provide that
Lessee cannot amend or modify any material terms of a Gas Contract ratified by
Lessor without the prior written consent of Venture, Inc.
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HOU2518749.7
3.3 Overpayrnents. Any lease shall provide that any payment of royalty or
shut-in gas royalty hereunder paid to Lessor in excess of the amount actually due
shall nevertheless become the property of the Lessor if Lessee does not make
written request to Lessor for reimbursement within one (1) year from the date that
Lessor received the erroneous payment, it being agreed and expressly understood
that the mineral interests in the Remaining Option Property, once conveyed to
Venture, Inc. are owned in equal, undivided interests between Fort Worth and
Venture, Inc. The determination of the name, interest ownership, and address of
any person or entity entitled to any payments arising under any lease or by virtue of
any interest in the lands comprising the Remaining Option Property shall be the
sole responsibility of Lessee. It is further expressly agreed and understood that:
(i) this provision shall in no way diminish the obligation of Lessee to make full
and punctual payments of all amounts due to Lessor or to any other person under
the terms and provisions of this lease, and (ii) any oveipayrnents made to the
Lessor under any provisions of this lease shall not be offset against future
amounts payable to Lessor hereunder.
Article IV. Affiliates; Bonus; Conveyed Property
4.1 Affiliated Sales. Lessee shall not sell, transfer, or otherwise dispose of
oil, gas, or other substances to any Affiliate of Lessee without the Lessor's prior
written permission.
4.2 Minimum Lease Terms. In addition to minimum twenty-five percent
(25%) royalty payable to Lessor, as additional consideration for entering into an
oil and gas lease of the mineral interest in the Remaining Option Property, any
such oil and gas lease shall provide that Lessee shall tender to Fort Worth and
Venture, Inc., at a minimum, a cash bonus of Ten Thousand Dollars ($10,000.00)
per net mineral acre covered by such lease. Fort Worth and Venture, Inc. shall
share equally any bonus, royalty, or rental payrnent payable under any oil and gas
lease executed by Venture, Inc. over all or any portion of the Leased Premises.
Fort Worth and Venture, Inc. agree and stipulate that Venture, Inc.'s duty of
utmost good faith and fair dealing owing to Fort Worth by virtue of the exercise of
the executive rights over the Lease Premises shall be deemed satisfied so long as
any oil and gas lease executed by Venture, Inc. contains, at a minimum, the
royalty and bonus terms set forth in this Section 4.2.
4.3 Ratification of Option Agreement. Except as modified and amended as
set forth in this Amendment, the Option Agreement and all of its terms,
conditions, covenants, agreements, and provisions are hereby RATIFIED,
ADOPTED, and CONFIRMED by Fort Worth and Venture, Inc., and shall
remain in full force and effect and enforceable in accordance with its terms. Fort
Worth and Venture, Inc. hereby affirm that on the date hereof, no breach or
default by either party has occurred and that the Option Agreement and all of its
conditions, covenants, agreements, and provisions, except as hereby modified and
amended, are in full force and effect.
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HOU2518749.7
4.4 Counterpart Execution. This Amendment may be executed in any
number of counterparts, each of which shall be deemed to be an original, and all
such counterparts shall constitute one (1) agreement.
SIGNfITUR�'Pfl G�'SFOLLOI�
This Amendment is executed to be effective as of �2007.
ATTEST:
� �� .
City Secretar f
Fort Worth, Texas
APPROVED AS TO FORM
AND LEGALITY:
THE CITY OF FORT WORTH,
a Texas municipal corporation
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By: � ' ��:�
Title: I� r
A�i��nt �ity Mana�er
�i4�,✓�D � � � / , City Attorney
B � �--� � %'�-�`- �-, c�
Title: Assista�City Attorney
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Contract Authorization
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Date
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HOU:2518749.7
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THE STATE OF TEXAS
COUNTY OF TARRANT §
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THIS INSTRUMENT was acknowledged before me on the�.5 day of A�ri�, 2007, by
- ��'�: ��� , � : i�� L` � , l��a�� �'J �' �-��7��r����-- of THE CITY OF
FORT WORTH, a Texas municipal corporation, on behalf of said cofparation.
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HOU:2518749.7
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, ,,_����iJ�_
Notary Public in and for The State of Texas
My Commission expires: `� �',;'��� a- .�.t�C� �
PAGE 11
CENTREPORT VENTURE, INC.,
a Massachusetts corporation
By:
Title;
r` �
THE COMMONWEALTH OF
MASSACHUSETTS
COUNTY OF SUFFOLK
THIS INSTRUMENT was acknowledged before me on the�day of April, 2007, by
Daniel J. Bradley, Vice President of CENTREPORT VENTURE, INC., a Massachusetts
corporation, on behalf of said corporation.
�
�.�1 ��. ��..�
otary Public in and for The Commonwealth of
Massachusetts
My Commission expires: l�
AFTER RECORDING, RETURN �, L DA M. PRISCO
ORIGINAL TO: � 4� Notary Public
�COMMONWEALTH OF MASSACHUSETTS
� y My Commission Expires
October 18, 2013
Kathleen Wu, Esq.
Andrews Kurth LLP
1717 Main Street, Suite 3700
Dallas, Texas 75201
PAGE 12
HOU2518749.7
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 4/17/2007
DATE: Tuesday, April 17, 2007
LOG NAME: 30CENTREPORT5TH
REFERENCE NO.: **L-14306
SUBJECT:
Authorize the City Manager to Enter into the 5th Amendment to the Option to Purchase Agreement
by and between the City of Fort Worth and Centreport Venture, Inc.
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to enter into the 5th Amendment to the
Option to Purchase Agreement by and between the City of Fort Worth and Centreport Venture, Inc. This
amendment will provide for the conveyance of a portion of the mineral interest of the Remaining Option
Property to Centreport Venture, Inc., before the surFace property is taken down in exchange for Centreport
Venture, Inc. agreeing to lease all of the mineral interests in the Remaining Option Property under the terms
specified the 5th Amendment agreement.
DISCUSSION:
On June 5, 1980, the City and Centreport Joint Venture entered into an Option to Purchase Land
agreement in which the City granted Centreport the option to purchase real property known as the Greater
Southwest International Airport. At the time of the original agreement, the City reserved 50 percent of the
mineral interest but gave up all executor rights to the mineral estate. Previous amendments have "taken
down" specific properties as development of the property occurred and/or extended the option period and
increased the possessor fee.
The 5th Amendment to the Option to Purchase Agreement provides for the taking down of the mineral
estate on 394 acres, more or less, of the remaining option properties. Per the Agreement, the property will
be leased for gas drilling with lease terms in line with the standard City oil and gas lease, minimum bonus of
$10,000 per acre, minimum royalty of 25 percent and all bonus, royalties and rental payments equally
shared between the City and Centreport Venture, Inc. The agreement assures that the City interests will be
realized on this portion of the Centreport properties and that drilling for minerals will occur prior to
development of the surface properties.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will have no material effect on City funds.
TO Fund/Account/Centers
Submitted for City Manager's Office bk.
Originating Department Head:
Additional Information Contact:
Logname: 3 OCENTREPORTSTH
FROM Fund/AccountlCenters
Marc A. Ott (8476)
A. Douglas Rademaker (6157)
Jean Petr (8367)
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