HomeMy WebLinkAboutContract 11107-A6 CITY SECRETARY �
CONTRACT NO.
SIXTH AMENDMENT TO OPTION TO PURCHASE LAND
STATE OF TEXAS §
COUNTIES OF DALLAS §
AND TARRANT §
THIS SIXTH AMENDMENT TO OPTION TO PURCHASE LAND (herein, this
"Amendment") is entered into effective as of April 8, 2014, by and between THE CITY OF
FORT WORTH, a municipal corporation (herein, "Fort Worth") and CENTREPORT
VENTURE, L.P., a Delaware limited partnership qualified to do business in Texas (herein,
"Venture, L.P.").
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 Official Real Property Records of 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 Official Real Property Records of 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
Assignment") 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, Official Real Property Records of
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
Assignment") dated February 8, 1991, CCP transferred, assigned and conveyed to CentrePort
Venture, Inc., a Massachusetts corporation ("Venture, Inc."), all of its rights, interests and
benefits under the Original Option, the Lease Termination Agreement and the First Amendment.
The Second Assignment is recorded in Volume 10169, Page 1096, Official Real Property
Records of Tarrant County,Texas, to which reference is hereby made for all purposes.
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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 Official Real Property Records of 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 Amendment") 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 Official Real Property Records of 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 Amendment") 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,
Texas, to which reference is hereby made for all purposes.
I. By that certain Partial Assignment of Option to Purchase Land (the "First Partial
Assignment"), dated effective as of August 31, 2006, Venture, Inc. sold, transferred, assigned
and conveyed to Centreport Curia Corporation, a Delaware corporation, all of the rights,
interests, benefits and privileges, if any, of Venture, Inc. under the Option limited in and to, and
as the Option covers the Property (as defined in the First Partial Assignment). That First Partial
Assignment is recorded as Instrument Number D206290857 of the Official Real Property
Records of Tarrant County, Texas, to which reference is hereby made for all purposes.
J. Effective as of May 23, 2007, Venture, Inc. and Fort Worth further amended the
Original Option. That amendment (herein, the "Fifth Amendment") is recorded as Document
Number 20070204767 of the Official Real Property Records of Dallas County, Texas, and as
Instrument Number D207199291 of the Official Real Property Records of Tarrant County, Texas,
to which reference is hereby made for all purposes.
K. By that certain Partial Assignment of Option to Purchase Land (the "Second
Partial Assignment"), dated effective as of August 29, 2007, Venture, Inc. sold, transferred,
assigned and conveyed to Centreport Barnett, LP, a Delaware limited partnership all of the rights,
interests, benefits and privileges, if any, of Venture, Inc. under the Option limited in and to the
Property (as defined in the Second Partial Assignment). That Second Partial Assignment is
recorded as Instrument Number D207309363 of the Official Real Property Records of Tarrant
County, Texas,to which reference is hereby made for all purposes.
L. Effective on June 12, 2012, Venture, Inc. was converted from a Massachusetts
corporation to Venture, L.P. (i.e., a Delaware limited partnership named "Centreport Venture,
L.P.") (the "Conversion"), as evidenced by a Notice of Conversion of Centreport Venture, Inc.
filed November 9, 2012 recorded as Document Number D212277479 of the Official Public
Records of Real Property of Tarrant County, Texas and filed November 9, 2012, recorded as
Document Number D201200334077 of the Official Public Records of Real Property of Dallas
County, Texas and, except to the extent previously assigned by the First Partial Assignment and
the Second Partial Assignment, Venture, L.P. currently has all rights, interests and benefits of
under the Option Agreement (defined below).
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DAL:887375.2
M. The Original Option, the Lease Termination Agreement, the First Amendment, the
Second Amendment, the Third Amendment, the Fourth Amendment and the Fifth Amendment
are hereinafter referred to collectively as the "Option Agreement."
N. The land presently subject to the Option Agreement (the "Remaining Option
Property") consists of the Property (identified on Exhibit "A" to the Original Option) less all
land heretofore conveyed pursuant to the Option Agreement by Fort Worth to Venture, L.P. (the
"Conveyed Property") (and/or its assigns and it predecessors, CentrePort, CCP and Venture,
Inc.)
O. The parties hereto now wish to further amend the Option Agreement to, among
other things, extend the Option Period and increase the amount of the Possession Fees.
P. 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. The Recitals set forth above are true and correct.
2. The Option Period is hereby extended to June 5, 2025.
3. Effective as of June 5, 2015, the Possession Fee referred to in Paragraph 6 of the
Original Option will be increased to $825.00 per acre of Remaining Option Property. At the time
of execution of this Amendment, the amount of Remaining Option Property is approximately
207.301 gross acres. The Possession Fee shall be paid to Fort Worth by Venture, L.P., on June 5,
2015 and on each Option Anniversary Date thereafter during the Option Period, as extended in
accordance with Paragraph 2 of this Amendment.
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.
SIGNATURE PAGES FOLLOW
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DAL:887375.2
This Amendment ' Q � � fective as of April 8, 2014.
E CITY OF FORT WORTH,
exas municipal corporation
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Fort Worth, Texas
APPROVED AS TO FORM
AND LEGALIT
Leann unman, C' ttorney
By:
Title: Senior Assistant City' ttorney
Contract Authorization
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Date
THE STATE OF TEXAS §
COUNTY OF TARRANT §
THIS INSTRUMENT was acknowled ed before me on they of July, 2014, by
�P�f ►nc� �a'�-� of THE CITY OF
FORT WORTH, a Texas municipal corporation, on behalf of Qid corporhion.
#�'MY SARAH J.ODLE
*' '= MY COMMISSION EXPIRES Notary a lic in and for T e St to of Texas
November5,2015 My Commission expires:
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DAL:887375.2
CENTREPORT VENTURE,L.P.,
a Delaware limited partnership
By: AEW#13 CentrePort GP,LLC,
its general partner
V.
Name: Daneel J 8ra>ileT—
Title: Anthnri"d SlQllators—
THE COMMONWEALTH OF
MASSACHUSETTS §
§
COUNTY OF SUFFOLK §
THIS INSTRUMENT was acknowledged before me on theme day of May, 2014, by
the of AEW#13 Centreport GP,
LLC, general partner of Centreport Venture, L.P., a Delaware partnership, on behalf of
said limited partnership.
LINDA M PRISCO �}� �-
�g Notary Public 'Notary Public in and for The Commonwealth of
�►Q���COMMONWEAITHOFMASSACHUSETiS
My Commission Expires Massachusetts
!� October 02,2020
My Commission expires: l a �
AFTER RECORDING,RETURN
ORIGINAL TO:
Kathleen J.Wui,Esq.
Andrews Kurth LLP
1717 Main Street,Suite 3700
Dallas,Texas 75201
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DAL:887375.2
M&G Review Page 1 of 1
official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FaRTIr-
WORTH
COUNCIL ACTION: Approved on 4/8/2014
DATE: 4/8/2014 REFERENCE ""L-15674 LOG NAME: 17CENTREPORTEXTENSION
NO.:
CODE: L TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of a Sixth Amendment to the Option to Purchase Agreement by and
Between the City of Fort Worth and Centreport Venture, Inc., to Extend the Option Period
by Ten Years and to Increase the Possessory Fee for 234 Acres of Property in the
Centreport Industrial District(COUNCIL DISTRICT 5)
RECOMMENDATION:
It is recommended that the City Council authorize the execution of the Sixth Amendment to the
Option to Purchase Agreement by and between the City of Fort Worth and Centreport Venture Inc., to
extend the option period by ten years and to increase the possessory fee for 234 acres of property in
the Centreport Industrial District.
DISCUSSION:
On June 5, 1980, the City of Fort Worth (City) and Centreport Venture Inc. (Centreport), entered into
an Option to Purchase Land Agreement in which the City granted Centreport the option to purchase
approximately 1300 acres, which property was formally known as the Greater Southwest International
Airport. Since then, Centreport has taken down most of the property with only 234 acres currently
under option. The Option Agreement has been extended three times to allow Centreport to secure a
suitable development before the ownership of the property is transferred. The current Agreement
expires on June 5, 2015 and requires Centreport to pay the City the amount of$750.00 for every acre
currently under option. Centreport has requested an extension of the Option Agreement. Staff has
reviewed the request and recommends a 10 year extension until June 5, 2025 and an increase in the
possessory fee to $825.05 an acre.
The property is located in COUNCIL DISTRICT 5, Mapsco 56R.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that the Revenue Division of the Finance
Department will be responsible for the collection of the fees due to the City as a result of the
transaction.
TO Fund/Account[Centers FROM Fund/Account[Centers
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Jay Chapa (5804)
Additional Information Contact: Cynthia Garcia (8187)
ATTACHMENTS
Remaining Option Acreage Exhibit March 2014.pdf
http://apps.cfwnet.org/council packet/me review.asp?ID=19684&councildate=4/8/2014 7/22/2014