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HomeMy WebLinkAboutItem 10 - Opryland Hotel � � ���� � _�� MEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL � 2 FROM: BRUNO RUMBELOW, CITY MANAGER �` MEETING DATE: OCTOBER 21, 2008 SUBJECT: AMENDMENT TO HOTEL/CONVENTION CENTER SUBLEASE AGREEMENT RECOMMENDATION: City Council consider approving the Amendment to the Hotei/Convention Center Sublease Agreement with Opryland Hotel — Texas Limited Partnership for the construction of the Convention Center Expansion and Swimming Pool Amenities on Corps of Engineers' land leased by the City of Grapevine, authorize the City Manager to execute said agreement, and take any necessary action. BACKGROUND: The City (Sublessor) and Opryland Hotel — Texas Limited Partnership (Sublessee) � entered into a Hotel/Convention Center Sublease Agreement on May 16, 2000. This agreement has since been amended and/or supplemented by the following agreements: (i) Sublease Addendum Number 1, dated July 28, 2000, (ii) Addendum to Hotel/Convention Center Sublease Agreement Survey Exhibit "B", dated May 8, 2003, and (iii) Second Amendment to Hotel/Convention Center Sublease Agreement, dated September 16, 2003. In August 2007, Sublessor and Sublessee entered into the Second Addendum to Convention Development and Marketing Agreement (the "Second Addendum"), which provides for an expansion of the Gaylord Hotel and Resort including (i) additional hotel rooms (the expanded hotel will contain a minimum of 2,000 rooms), (ii) an expansion of the hotel and convention center resort (the expanded resort will have at least 600,000 square feet of ineeting and pre-function space), (iii) approximately 750-1,100 additional parking spaces, and (iv) additional swimming pool and other amenities. A portion of the expansion, particularly, the convention center expansion and new swimming pool, will be situated on land covered by the City's Master Lease with the Corps of Engineers, but which is not presently covered by the Sublease. The amended sublease adds the land needed for the expansion. � � October 15,2008 (10:07AM) The Amended Sublease does not include the parcel east of Gaylord Trail that has been tentatively designated for the Western Experience. Gaylord has elected to option the parcel and has notified the City by letter dated May 19, 2008 of this election. The Amendment revises the Sublease to: • Provide for a 50 year term • Monthly Rent of$ 4,530 during the Construction • Monthly Rent of $ 11,325 upon Substantial Completion (Issuance of Certificate of Occupancy for Hotel Tower or Convention Center Expansion) • Monthly Rent adjusted every 5 years based upon the CPI with the increase or decrease not to exceed 3% per year over the 5 year period • Rents received by the City shall be used for improvements to Corps property on Lake Grapevine Staff recommends approval. JSL October 16, 2008(2:48PM) ANIENDIVIENT TO HOTEL/CONVENTION CENTER - SUBLEASE AGREEMENT This Amendment to HoteUConvention Center Sublease Agreement (the "Amendment") is entered into by and between the City of Grapevine, Texas (the "Sublessor"), and Opryland Hotel — Texas Limited Partnership, a Delaware limited partnership (the"Sublessee"). RECITALS: A. The Secretary of the Army ("IVlaster Lessor"), as lessor, and Sublessor, as lessee, have entered into that certain Department of the Army Lease to Non-State Governmental Agencies for Public Park and Recreation Purposes, Contract No. DACW , dated effective as of , as amended from time to time (the "Master Lease"), which covers approximately 177.77 acres of land near and around Grapevine Lake. B. Sublessor and Sublessee have entered into that certain HoteUConvention Center Sublease Agreement, dated May 16, 2000, which was amended and/or supplemented by the following agreements: (i) Sublease Addendum Number 1, dated July 28, 2000, (ii) Addendum to Hotel/Convention Center Sublease Agreement Survey Exhibit "B", dated May 8, 2003, and (iii) Second Amendment to HoteUConvention Center Sublease Agreement, dated September 16, 2003 (such sublease, as amended and supplemented, is referred to herein as the "Sublease"). The leased preinises covered by ,.� the Sublease are also covered by the Master Lease, and the Sublease and Ainendments are subject to the requirements, obligations, and conditions of the Master Lease. C. In August 2007, Sublessor and Sublessee entered into that certain Second Addendum to Convention Development and Marketing Agreement (the "Second Addendum"), which provides for an expansion of the Gaylord Hotel and Resort, which expansion includes (i) additional hotel rooms (the expanded hotel will contain a minimum of 2,000 rooms), (ii)an expansion of the hotel and convention center resort (the expanded resort will have at least 600,000 square feet of ineeting and pre-function space), (iii) approximately 750-1,100 additional parking spaces, and (iv) additional swimming pool and other amenities (such expansion is collectively refei-red to hereinafter as the "Expansion"). D. A portion of the Expansion, particularly, the convention center expansion and new swimming pool, wiI] be situated on land covered by the Master Lease, but which is not presently covered by the Sublease. Accordingly, the parties desire to amend the Sublease to add the additional land needed for the Expansion and to reflect additional rent and other terms as a result of such additional land. E. All legal prerequisites for the approval and execution of this Amendment have been met, including but not limited to, the requirements of the Texas Open Meetings Act and the City Charter of Sublessor. �;g�, Page 1 F. This Amendment and the Expansion are in the public interest due to (i) enhancement of the use and enjoyment of Grapevine Lalce by the public by the addition of the comprehensive resort facilities described herein, (ii) increased jobs resulting from the Expansion, (iii) increased property, hotel occupancy, and sales tax revenues to the City of Grapevine, Tarrant County, the Grapevine/Colleyville Independent School District ("GCISD"), and the State of Texas as a result of the Expansion, and (iv) the Sublessor's agreement to use the rents from the additional land described herein to make improvements to United States Army Corps of Engineers property on Grapevine Lake and the amenities and infrastructure associated with such property. NOW, THEREFORE, in consideration of the premises, the promises contained herein, and $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the parties agree as follows: 1. The recitals set forth above are agreed to be true and correct and are hereby adopted for all purposes. 2. Section 1.0 of the Sublease is amended such that the Subleased Premises shall consist of the land described on Exhibit"A" attached hereto. 3. Section 2.0 of the Sublease is hereby deleted and is replaced and superseded by the fallowing: Section 2.0. The term of this Sublease shall commence on the date Sublessor issues the first building pennit with respect to any Expansion improvements located on land owned by the Master Lessor (the "Commencement Date") and shall expire on October _, 2058, conte�-minous with the expiration date of the Master Lease (such period is referred to herein as the "Lease Teim"). Immediately upon the execution and delivery of this Amendment, the Sublessor shall use its best efforts to extend the term of the Master Lease so that it remains in effect until the day immediately preceding the 50`h anniversary of the Commencement Date. In the event the Master Lease is so extended, the term of this Sublease shall be extended automatically so that the last day of the Lease Term shall be the same as the last day of the Master Lease, as extended. In addition to the foregoing extension of the Master Lease, Sublessor agrees to utilize its best efforts to obtain the renewal of the Master Lease fi-om time to time, provided the Sublessee is not in default of the Sublease. Sublessor shall initiate the renewal of the Master Lease at least five (5) years prior to the expiration of the then current term of the Master Lease and Sublessor shall keep Sublessee informed of the progress of such rene�val(s). The Master Lease is incozporated herein by reference. Notwithstanding the foregoing, this Sublease may be terminated by Sublessor upon the occurrence of any one, or more, of the following events: Page 2 a. the occun•ence of any one, or more, events of default as �� provided for in Article XI which is not cured within any applicahle cure period: or b. sub}ect to the terms of Article XII, the relinquishment, revocation or other earlier termination of the Master Lease. 4. Section 3.0 of the Original Sublease is hereby deleted and is replaced and superseded by the following: Section 3.0. Upon the Commencement Date, Sublessee shall pay Sublessor rent for the Subleased Premises in an amount equal to $4,530 per month, which amount shall remain in effect for the period during the construction of the Expansion, and which amount represents all monetary amounts owed by Sublessee under this Sublease for such period. Rent for any partial month shall be prorated. Upon the first day of the month following the "Substantial Completion" of the Expansion, the monthly rent shall increase to the amount of $11,325 per month, which amount represents all monetary amounts owed by Sublessee under this Sublease for such period until the Adjustment Date. "Substantial Completion" shall mean the date on which a certificate(s) of occupancy has been issued for the new hotel tower or for the expansion of the convention center as contemplated herein. The monthly and annual rent shall be adjusted every five (5) years, commencing on the fifth anniversary of the first day of the month following the issuance of the first building permit for the Expansion (the "Adjustment Date"), based on the change in the consumer price index for the preceding five year period a�id each five years thereafter. The adjustment in rent shall for each five year period shall be determined according to the change in the Consumer Price Index for All Urban Consumers (Cun-ent Index), U.S. City Average for "all items ]ess food and energy", as published by the Bureau of Labor Statistics, U.S. Department of Labor, base period 1982-84 = 100 (such consumer price index is referred to herein as the "CPI"). To further identify such consumer price index, the CPI for January 1997 is 167.5, and the CPI for Aujust 2007 is 211.111. On the fifth anniversary of the Adjustment Date, and each five years thereafter, the CPI for the month immediately preceding the commencement of such five year period shall be compared to the CPI for the last month of such five year period. If there is an increase in the CPI for such period, the monthly rent in effect for the month immediately preceding such five year period shall be increased by the same percentage as the inerease in the CPI for such period, and such increased rent shall .,�,�. Page 3 remain in effect for the ensuing five year period. The change in the CPI shall be computed to the nearest one-hundredth of one percent (.Ol%). However, in no event shall the rent increase by more than three percent (3%) per annum, compounded annually, during any five year period. If there is a decrease in the CPI for such five year period, the monthly rent for the month immediately preceding such five year period shall be decreased by the same percentage as the decrease in the CPI for such period, and such reduced rent shall remain in effect for the ensuing five year period. However, in no event shall the rent decrease by more than three percent (3%) per annum, compounded annually, during any five year period. To illustrate the workings of this Section 3.0, the following example shall apply: assume that the first building permit for the Expansion is issued on June 10, 2008. In such case, the first Adjustment Date would be 3uly l, 2013 and the rent provided for herein would be adjusted on July l, 2013, by comparing the CPI for June 2008 with the CPI for June 2013. Assume that the CPI for June 2008 is 215.8 and the CPI for June 2013 is 247.4. Using such assumptions, the CPI would have increased by 14.64%, and therefore the monthly rent in effect as of July 2013 would increase by 14.64% to $12,982.98 (�11,325 X 11464) (this assumes that Substantial Completion of the Expansion has occuned on or before the Adjustment Date). The next change in rent would occur on July 1, 2018, based on the percentage change in the CPI from June 2013 to June 2018, and such percentage change would be applied to monthly rent of�12,982.98, with such adjusted rent applicable for the period from July 1, 2018 through June 30, 2023. If the U.S. government fails to publish the CPI used in this Section 3.0, then the consumer price index as issued and published by the U.S. government which is most similar to the CPI set forth herein shall be used in computing the change in the consumer price index far such period. 5. Section 4.0 of the Sublease is amended such that, in addition to the permissible uses described therein, the Subleased Premises may also be used for (i) swimining poal(s) and related poolside amenities, including food and beverage facilities, cabanas, tables/chairs, chaise lounges, etc., (ii) lakefront recreational areas, (iii) foot trails, (iv} hiking trails, (v) courtesy boat docks/piers, (vi) outdoor recreational facilities and meeting pavilions, and (vii) holiday attractions. Such uses are subject to the approval of any required City of Grapevine zoning ordinance amendments and associated permits as well as approval by the Corps of Engineers. 6. Sublessor agrees that all rents received by Sublessor under this Sublease shall be used to make improvements to United States Army Corps of Engineers property on Grapevine Lake and the amenities and infrastructure associated with such property. Sublessor shall provide the Coips with a description of such improvements, including the Page 4 cost of such improvements, on an annual basis, by no later than March 31 of each year �<., following Sublessor's receipt of rents under this Sublease. 7. All of the other provisions and sections of the Subject Agreement not specifically amended herein shall remain in force and effect and are hereby confirmed, ratified and approved. 8. Notwithstanding anything to the contrary contained herein, this Amendment is subject to the following conditions precedent: (i) the approval of the board of directors of Sublessee, (ii) the approval of the US Army Corps of Engineers, and (iii) any consent of the Administrative Agent and/or the Lenders required by that certain Amended and Restated Credit Agreement dated March 23, 2007, by and among Gaylord Entertainment Company ("GEC"), as Borrower, certain subsidiaries of GEC (including Sublessee}, as Guarantors, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto. If for any reason the foregoing consents are not obtained, this Amendment shall be of no force and effect, provided, that the Sublease, without modification by this Amendment, shall remain in full force and effect. 9. This Amendment shall be binding upon and inure to the benefit of the parties and their successors and assigns. THE CITY OF GRAPEVINE,TEXAS � By: Bruno Rumbelow, City Manager ATTEST: Linda Huff, City Secretary APPROVED AS TO FORM: , Esq. City Attorney �� Page 5 CERTIFICATE I, , certify that I am the City Secretary of the City of Grapevine, Texas, named as a lessee herein; that Bruno Rumbelow, who sib ed this lease on behalf of the City of Grapevine, Texas was then City Manager of the City of Grapevine, Texas; and that said instrument was duly signed for and on behalf of the City of Grapevine by authority of its governing body and is within the scope of its legal powers. Name: Title: City Secretary Page 6 OPRYLAND HOTEL—TEXAS „�«-.�, LIMITED PARTNERSHIP, a Delaware limited partnership By: Opryland Hospitality, Inc., its General Partner By: Title: ACKNOWLEDGEMENT: STATE OF TENNESSEE COUNTY OI' Before ine, the undersigned, on this day personally appeared , of Opryland Hospitality, Inc., in its capacity as the general partner of OPRYLAND HOTEL — TEXAS LIMITED PARTNERSHIl', a Delaware limited partnership, proved to me through the presentation of a valid Tennessee � driver's license to be the person whose name is subscribed to the foregoing instiument and acluiowledged to me that he/she executed the same for the purposes and consideration therein expressed. Mr./NIs. fiu-thermore attested that he/she is signing this agreement in his/her capacity as of Opryland Hospitality, Inc., in its capacity as the general partner of OPRYLAND HOTEL — TEXAS LIMITED PARTNERSHIP, a Delaware limited partnership, and that such capacity makes his signature valid to bind the partnership. GIVEN LTNDER MY HAND AND SEAL OF OFFICE, this_day of , 2008. �otary Se�cl) Notary Public in and for the State of Tennessee Print Name: My Commission Expires: Page 7 ACKNOWL�DGEMENT: STATE OF TEXAS COUNTY OF TARRANT Before me, the undersigned, on this day personally appeared Bruno Rumbelow, City Manager of the City of Grapevine, Texas,proved to me through the presentation of a valid Texas driver's license to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Mr. Rumbelow furthermore attested that he is signing this agreement in his capacity as the City Manager of the City of Grapevine, Texas, and that such capacity makes his signature valid to bind the City of Grapevine, Texas. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this_day of , 2008. (Nota�y Seal) Notary Public in and for the State of Texas Print Name: N1y Commission Expires: 8012-002/AmendmenttoSubleasev]4(10.13.08).doc Page 8 EXHIBIT "A" (legal description of leased premises) (see four pages attached hereto) � •.� EXH/B/T�A' LEGAL DESCR/PT/ON for a 46.7 ac�e tract out of the ANDREW W. ANDERSON SURVEYA 26, SAMUEL FREEMAN SURVEYA-526, ARCH/BALD F, LEONARD SURVEYA-946, W/LL/AM K. PAYNE SURVEYA-�003 GRAPEV/NE, TARR.4NT COUNTY, TEXAS Being are that certain tract, parcel, or lot of land out of the ANDREW W. ANDERSON SURVEY A-26, the SAMUEL FREEMAN SURVEY A-526, the ARCHIBALD F. LEONARD SURVEY A-946 and the WILLIAM K. PAYNE SURVEYA-1003 in the City of Grapevine, Tarrant County, Texas as described by deeds recorded in a/l deed records of Tarrant County, Texas and more particularly described as foJlows: TRACT 1: BEGINNING at a Corps of Engineers Monument No. A-54 found for�retentrant corner of Tract A-2-A and having Texas Coordinate System, No►th Central Zone, 1983-2003 coordinates of x=2408764.11 and y=7034502.82 feet; and also being a re-entrant corner of OPRYLAND ADDITION, an addition to the City of Grapevine, Tarrant County, Texas according to the plat thereof recorded in Cabinet A, Slide 6121, Plat Records of Tarrant County, Texas; THENCE: with the line of OPRYLAND ADDITION, N 0°30'40"W, a distance of 573.92 feet to a �ve-eights inch iron rod found for an angle point; THENCE: continuing with the said addition line, N 28° 29'40"E, a distance of 115.91 feet to a five-eights inch iron rod found for an angle point; THENCE: continuing with the said addition line N 76° 43'05"E, a distance of 168.81 feet to a one-half inch iron rod found for a corner,� THENCE: continuing with the said addition line, S 01° 26'09"E, a distance of 468.34 feet to a broken Corps of Engineers monument found for a corner; THENCE: continuing with the said addition line, N 89° 41'19" E, a distance of 303.56 feet to Corps of Engineers Monument No. A-49 found for a corner, THENCE: continuing with the said addition line, S 22° 40'38" W, a distance of 637.25 feet to a five-eights inch iron rod set for corner and having Texas Coordinate System North Central Zone 1983-2003 coordinates of x=2409048.19 and y=7034162.85 feet; THENCE: with the said addition line, S 0° 10'03"E, a distance of 372.70 feet to a five-eights inch iron rod set for a corner,• THENCE:N 88° 42'02" E, a distance of 300.12 feet to a five-eights inch iron rod set for a corner of OPRYLAND ADDITION; THENCE: with the line of the said addition, S 34° 15'S4"E, a distance of 490.88 feef to a Corps of Engrneers Monument No. A-45; having Texas Coordinate System, North Central Zone, 1983-2003 datum coordinates of x=2409602.71 and y=7033391.28 feet; THENCE: continuing with the said addition line, S 28° 30'47" W, a distance of 1608.53 feet to a point for corner, a five-eights inch iron rod bears S 75° 45" W, 75.5 feet; an "x°cut bears S 21° 07' W, 130.1 feet; a five-eights inch iron rod bears N 28° 31'W, 150.9 feet; and having Texas Coordinate System, North Central Zone 1983-2003 coordinates of x=2408857.86 and y=7031977.85 feet; THENCE: leaving the lease line, S 38° 28'13"E, a distance of 429.17 feet to a point for corner on the 535 contour line for Lake Grapevine; THENCE: with the 535 contour line for Lake Grapevine, the followrng bearings and disfances, to wit: a N 43°36'E, 20.1 feet to a 60d nail; N 83°58'E, 71.3 feet to a 60d nail; N 75°06'E, 63.2 feet to a 60d nail; N 49°02'E, 70.8 feet to a 60d nail; ' N 60°35'E, 163.6 feet to a 60d nail; N 22°59'E, 48.8 feet to a 60d nail; N 22°43'W, 64.4 feet to a 60d nail; N 05°46'E, 81.3 feet to a 60d nail; N 20°46'W, 27.5 feet to a 60d nail; N 45°09'E, 60.7 feet to a 60d nail; N 43°58'E, 29.8 feet to a 60d nail; N 44°20'E, 38.4 feet to a 60d nail; N 33°18'E, 153.6 feet to a 60d nail; N 49°10'E, 223.6 feet to a 60d nail; N 68°47'W, 89.4 feet to a 60d nail; S 73°19'W, 92.7 feet to a 60d nail; N 58°49'W, 49.6 feet to a 60d nail; N 17°22'E, 142.8 feet to a 60d nail; N 02°48'E, 268.6 feet to a 60d nail; N 16°00'W, 99.8 feet to a 60d nail; r � N 22°06'E 208.4 feet to a 60d nail; N 12°14'E, 147.3 feet to a 60d nail; N 37°00'E, 230.6 feet to a 60d nail; N 32°47'W, 104.0 feet to a 60d nail; N 20°39'W,168.1 feet to a 60d nail; N 22°39'W, 185.5 feet to a 60d nail; N 08°52'E, 174.7 feet to a 60d nail; N 44°30'W, 297.5 feet to a 60d nail; N 13°17'W, 87.9 feet to a 60d nail; THENCE:leaving the 535 contour line for Lake Grapevine, the following bearings and distances, to wit: N 57°11'E, 111.5 feet to a poinf for corner, N 77°35'E, 80.6 feet to a point for corner,• N 02°55'E, 150.0 feet to a point for corner,� S 77°35'W, 78.5 feet to a point for corner; N 82°50'W, 87.3 feet to a point for comer,• THENCE:with the 535 contour line for Lake Grapevine, the following bearings and distances, to wit: N 21°20'W, 125.5 feet to a 60d nail; N 24°06'W, 159.2 feet to a 60d nail; N 28°14'W, 255.6 feet to a 60d nail; N 52°54'W, 92.2 feet to a 60d nail; N 02°21'W, 99.0 feet to a 60d nail; S 83°57'W, 113.0 feet to a 60d nail; N 45°36'W, 78.0 feet to a 60d nail; N 62°53'W, 55.5 feet to a 60d nail; S 72°30'W, 146.2 feet to a 60d nail; S 39°15'W, 145.4 feet to a 60d nail; S 14°14'W, 127.7 feet to a 60d nail; S 31°36'W, 117.1 feet to a 60d nail; S 51°11'W, 59.4 feet to a 60d nail; S 54°13'W, 109.8 feet to a 60d nail; S 61°31'W, 56.0 feet to a 60d nail; S 52°27'W, 91.1 feet to a 60d nail; S 39°50'W, 52.7 feet to a 60d nail; S 58°21'W, 66.0 feet to a 60d nail; S 62°10'W, 75.6 feet to a 60d nail; S 57°57'W, 89.7 feet to a 60d nail; S 38°13'W, 66.2 feet to a 60d nail; S 14°30'E, 38.0 feet to a 60d nail; S 30°20'W, 76.6 feet to a 60d nail; ' .! S 01°5T W, 115.0 feet to a 60d nail; S 47°54'W, 30.1 feet to a 60d nail; S 17°09'E, 59.7 feet to a 60d nail; S 18°37'W, 90.4 feet to a 60d nail; S 14°20'W, 87.0 feet to a 60d nail; S 40°09'W, 95.0 feet to a 60d nail; THENCE:leaving the 535 contour line for Lake Grapevine, S 00°20'E, a distance of 208.5 feet to a point for corner wifh the east edge of pavement of Katie's Woods Road; THENCE: continuing with the east edge of pavement of said Kafie's Woods Road, S 06°43'E, a distance of 335.9 to a point for corner,� THENCE:, S 14°30'E, a distance of 56.5 to a poinf for comer; THENCE: continuing with the east edge of pavement of said Katie's Woods Road along a curve to the left having a radius of 602.0 feet, a cenfral angle of 81°18; and a chord bearing of S 22°46'E, a distance of 91.3 feet to a point for corner, THENCE: S 27°39'E, a distance of 78.7 feet to a point for corner,• � ,� THENCE: continuing with the east edge of pavement of said Katie's Woods Road along a curve to the left having a radius of 114.0 feet, a central angle of 52°38', and a chord bearing of S 49°39'E, a distance of 74.3 feet to a point for corner, THENCE: continuing wifh the east edge of pavement of said Katie's Woods Road along a curve to the right having a �adius of 600.0 feet, a central angle of 79°04', and a chord bearing of S 62°49' E, a distance of 114.3 feet to a point for corner,• THENCE: continuing with the east edge of pavement of said Katie's Woods Road a/ong a curve to the left having a radius of 200.0 feet, a centra/angle of 68°47; and a chord bearing of S 45°23'E, a distance of 74.1 feet to a point for corner, THENCE: continuing with the east edge of pavement of said Katie's Woods Road along a curve to the left having a radius of 602.0 feet, a central angle of 81°18; and a chord bearing of S 22°46'E, a distance of 91.3 feet to a point for corner,� THENCE: continuing with the edge of pavement of Katie's Woods Road, S 62° 22'E, a distance of 5.6 feet to a point for corner; a five-eights inch iron rod bears S 03° 37 W, 258.5 feet; a five-eights inch iron rod set bears S 39° 10'E, 23.4 feet;a five-eights inch iron rod bears N 16° 18'W, 30.8 feet; THENCE: with the west line of OPRYLAND ADDITION, N 03°36'S7"E, a distance of 1176.27 feet to a five- eights inch iron rod found for an angle point; THENCE: with the said addition Irne, N 08° 33'00"E, a disfance of 119.43 feet to a frve-eights inch iron rod found for an angle point; THENCE: continuing with the said addition line, N 24'06'04"E, a distance of 187.15 feet to a five-eights inch iron rod found for a corner,� THENCE: with the westerly north line of OPRYLAND ADDITION, N 85° 55'S4"E, a distance of 294.13 feet to the place of beginning and containing 55.4 acres of land more or less of said tract 1 being 46.7 acres of land more or less as surveyed by jnj rpls during the months of dec 2007 and January 2008. Bearings, distances, coordinates shown hereon are grid per the Texas Coordinate System, North Central Zone 1983- 2003 datum. To obtain surface distance, multiply by 1.00014888. Areas shown are surface TRACT 2: BEING a tract, parcel, or!ot of land at the north eastern corner of said tract 1 a6ove and containing 2.5 acres of land more or less. " R 1 LINE TABLE �t� LWE IENGTH BEARINC =z L1 573.92' N00'30'40"W L2 175.91' N28'29'40'E C::" L3 768.81' N76'43'OS'E ;i , L4 468.34' S07'26'09�E �� l5 303.56' NB9'41'19'E L6 637.25' S22'40'38'W L49 Sa U 772.70' S00'10'03'E �` . �' � Cr8 L47 L8 300.72' N88'42'0 � 4 �r. TRACT 2 L9 490.88' S34'15'S4"E o��:�' L3 A � E FRONT UO 1608.53' S28'30'47'Y/ ry �, � � � � ACTNRY AREA Lt1 a29.17' S38'28'13'E � � � 2.5 AC U 2 20.1' N4J'36'E +----i45 . � S...- --�- -- U3 71.3' NSS58'E ° ��� � /"` �> � l74 63.2' N75'06•E �q �,� �` . L15 7p.8' N49'02'E ' L55 ' � U 6 163.6' N60'35'E L56� ��� � � LS ��" U7 48.8' N22'S9"E ' .L57 � �� �o��� � y� UB 64.4' N22"43'W \ l56 � � � �. U 9 $7.3� NOS'46�E \��. ' ��Sy' �POINT OF BECINING �( � L20 Q7.5' N20'46'W Jj 160��: . N 7034502.8200 �N L21 60.7' N45'09'E �: l61 . , . E 2a08764.1700 `L97zL�96 L22 29.8' N43'SB�E %� . L63� , .L93� � -� ��� � ,�to.0 ec�� �":� L23 38.4' N44'20'E y, L24 153.6' N33'18'E /f „`O ��� �\ �-�.k� �g4 L25 223.6' N4510' � � . " : i i , •, F�,r L26 89.4' N68'47'W / � ( �j � :, ` i f L27 92.7' S73'19'W / L66� . '�� i - y � � <,��y L28 49.6' N58'49'W �' 67 � ��� I L29 142.8' N7T22'E � � � i �! � ,�Jy L30 268.6' NO2'48'E ` � �,= „��-� LJ1 99.8' N16'00'W ��/ � � TR4CT t . l32 208.4' N2706'E ��,; � .�� 46 7 AC � . i L33 147.3' N1714'E j� �� �� ���� �' L34 p30.6' N3TD0'E l69 � + ' `� c.�.i l35 t0a.0' N32'47'W \\ . L�p = :� � `�\�-. L36 166.1' N20'39'W � ��� . g����' \,.. s� s`; � ;.-. ; � L37 185.5' N22'39'W \' .. � ..-`-� i� i �`����., �.t,-.`�-' L38 174.7' NOB'S2�E b c�,� � -��" � % l39 297.5' N44'30'W � _ --'�' � i�- '�j �� ��, �;�/ L40 87.9' N13'17'W b o - �� - ;� ...., ys'F ./���t�� �.c .<o+ l47 711.5' NST11'E a�.�� . -01-� � " .> ✓ � " r �ff!' � ! L94 80.6' N7T35E mN� ^�_��� � if� G \� � L95 750.0' NO2'55'E ,�„ � �� �� �' � ���`�S �96 78.5' S77'35•W z '� �...\•'Y' � '�. � 07RYLAND ADDITION 7 l97 87.3' N82'S0'W j � < "�' „�b��� CAB. A, SUDE 6120 L42 125.5' N21'20'W '..�'`�` . �. �^ D.R.T.C.T. �� � � �'!� ".'.�- `� L43 759.2' N24'O6'W \ . ,�,..r., ....�`2,.25 nC TR.4C7 l .�' . L44 255 6' N28'14•W - --`�(} -- ..`'I� �:��� ,." � L45 92 2' N52'S4'W ` * �' . \\ C '1 � ; y �� J�� L46 99.0' NO2'21'W ��" � .�7,: L47 113.0' S83'S7'W .� � �� � ' . �C �,"t,,,. � � t r , L46 78.0' N45'36'W !�� p � iy,' L49 55.5' N62'S3.W ., \ ��.' .m - �>' - �, v. L50 1462' S72'30'W U5 � �� �� //"�� ,._�C� f'. L57 145.4' S39'15'W ' ' ' ` / c> � � �sz iz�.�' s�a•ia'w It � \� � � i L53 117.i' S31'36'W ::�� � �� �� �ri� L54 59.4' S51'11'W k` , G j `'.,�,V i �. �� L55 109.8' S54'13'W �� � ;\��\ � }j� .,o�. L56 56.0' S61'31'W ��\\ � � \�\'^,�' � �' � � 1 L57 91.1' S52'27'W � �`��•` �.. o L58 52.7' S39'S0'W � V . � ��..�)� �' ` , L59 66.0' S58'21'W � ��'� �^- L60 75.6' S62'7dW _ l�� � "��� ��� � ' �� L61 89.7' SST57'W -- �` . � �d�'" " � l�� C26 L62 66.2' S38'13'W �� J �, . L63 38.0' S74'30'E � �� /.-, .�tL2d '�ry`�'.�. L64 76 6' S30'20�W Ps�,� � '"�'"� � L65 115 0' S01'S7'W �5�,�� g��"�f�_.��� . L66 30.7' S4T54'W ��� /y'� � . �a � 3 L67 597' S17'09'E � � �/�� L23 '* � L68 90.4' S1 B'37'W �\.�� ' ��. �L22 -.. l69 87.0' S14'20'W ;�` \�_�`/' �i,r � L21 � ` \. L70 95.0' S40'09�W �� /.� �.� L20 ��. l77 208.5' S00'20'E �'��,, �•..� � \ ��\'. V2 335.9' S06'43'E � � � �\`� J � �" j \ 1.73 56.5 514'30'E / %�� � � � � \• ,����...� V4 78.7' S2T39E J��� `i � �. " �6�� \ L75 5.6' S62'22E ��j � �" ��� \ l76 BLANK BlAN1C I �, � L13 �\• L77 BIANK BIANK ;I �!} � US VS BIANK BIANK � ��i �72 L14 t 1.�9 BLANK BIANK � ��.U. L80 BLANK BL4NK 111 : : l81 BIANK BLANK J j `, L82 BLANK BLANK � EXEIIBIT A' L83 BIANK BLANK l64 g�,e,NK BLANK SCALE: 1� � 300' GAnORD LBS BLANK BLANK 0 150 S00 600 LEASE BOUNDARY L86 BLANK BL4NK L87 BIANK BIANK GAYLORD TEXAN � L88 BLANK BLANK CURVE TABIE �jUPgpj�, TE�,1'$ 'e l89 BLANK BLANK ARC RADIUS DELTA CH BEARINC ARC LENCTH - L90 1176.27' NO3'36'57"E Ci 602.0' 81'78' S2746'E 91.3' ���� 1/��c �_ L91 119A3' N08'33'OO�E C2 114.0' S2'38' S49'31'E 74.3' �V L92 187.15' N24'O6'04'E C3 600.0' 79'04' 56249'E 114.3' �y�"' wo.,w w .. r.n..w*.�ma �_ �93 Z9a.13' N85'S5'S4'E C4 00.0' 69'47' Sa5'23'E �4��� pCTOBER 16, 2008 '"��°'"'6''0°O� '�°""'�1°'