HomeMy WebLinkAboutContract 50093 CITY SECRETARY
CONTRACT NO.
R� THE STATE OF TEXAS §
DEC
2620
EI�Ep Tax Abatement Agreement
6 2p0UNTY OF TARRANT §
C/ry0F�0
Clrys fC��r qY rH This Agreement is executed by and between AMERICAN AIRLINES, INC., a Delaware
corporation (hereafter refe<red to as "COMPANY"), the DALLAS/FORT WORTH.
INTERNATIONAL AIRPORT BOARD (herd referred to as"BOARD"),the CITY OF FORT
WORTH, the CITY OF DALLAS (hereinafter collectively (the "CITIES') and TARRANT
COUNTY, TEXAS, acting by and through its County Judge or his designee, (hereafter referred to as
"COUNTY").
WITNESSETH:
WHEREAS, the Tarrant County Commissioners Court has elected that the COUNTY be eligible to
participate in tax abatement;and
VA EREAS, the Commissioners Court has adopted a Policy Statement for Tax Abatement, herein
contained as Exhibit"E",which constitutes appropriate guidelines and criteria governing
tax abatement agreements to be entered into by the COUNTY;and
WHEREAS, the Premises(as hereafter defined)is,and the Eligible Property(as hereafter defined)will
be, located in Reinvestment Zone No. 91 and 91A in the City of Fort Worth, Texas,
established by Ordinance No. 21968-11-2015 adopted on November 10, 2015, and
Ordinance No. 22745-06-2017 adopted on June 6, 2017 being commercial-industrial
reinvestment zones for the purpose of tax abatement as authorized by Chapter 312 of the
Texas Tax Code,as amended(the"Zone');and
WHEREAS, the property included in the Zone also qualifies for tax abatement due to its location
within a census tract block group that qualifies as an Enterprise Zone under Title 10,
Subtitle G, Chapter 2303 of the Texas Government Code, and further described in
Exhibit "C", being a commercial-industrial reinvestment zone for the purposes of tax
abatement(the`Enterprise Zone)as authorized by Chapter 312 of the Texas Tax Code,
as amended;and
WHEREAS, COMPANY submitted an application for tax abatement to the County conceming the
contemplated Improvements to the Premises (the "Application for Tax Abatement")
attached hereto and incorporated herein as Exhibit"D";and
WHEREAS, COMPANY is a major commercial airline engaged in the carrying of passengers and
cargo domestically and internationally, and under a lease with Dallas-Fort Worth
International Airport Board approved by the City of Fort Worth and the City of Dallas,
COMPANY has acquired a leasehold interest of approximately 124.04 acres of land
looted within the boundaries of the Dallas /Fort Worth International Airport, more
specifically described in Exhibit "A", on which it plans to construct a new corporate
headquarters facility and supporting ancillary improvements and facilities;and
WHEREAS, the Commissioners Court finds that the contemplated use of the Premises, the
Eligible Property and the terms of this Agreement are consistent with encouraging
development within the Zone and the Enterprise Zone;
OFFICIAL RECUR®
19124331V 2 CITY SECRTARY
WORTH,TX
NOW THEREFORE,the COUNTY,BOARD,CITIES and COMPANY for and in consideration of the
mutual premises and promises contained herein, do hereby agree, covenant and contract as set forth
below:,
L
Definitions
A. "Abatement Term" is defined as the period of ten(10)consecutive tax years beginning with the
Commencement Tax Year.
B. "Added Market Value"is defined as the taxable market value(including taxable leasehold value)
of Eligible Property on the Premises above the Base Value.
C. "Base Value" is defined as the sum of any taxable value of real property and improvements,
leasehold interest and improvements, and taxable tangible personal property located on the
Premises as of January 1,20017 plus an additional amount to which it is agreed tax abatement shall
not apply. The Base Value is agreed to be Six Million, Nineteen Thousand, Nine Hundred
Twenty-eight Dollars($6,019,928.00).
D. "Commencement Tax Year"is defined as the tax year inclusive of�or following,the Completion
Date that COMPANY elects to commence the abatement by filing with the Tarrant Appraisal
District C TAD') an Application for Properly Tax Exemption per TAD filing requirements, and
providing a copy of the Application for Property Tax Exemption to COUNTY. The
Commencement Tax Year shall not be later than tax year 2020.
E. "Completion Date" is defined as (i) the date as of which one or more occupiable buildings
comprising a minimum of Nine hundred thousand (900,000) square feet of the corporate
headquarters facility to be constructed on the Premises has received at least a temporary certificate
of occupancy from the City of Fort Worth,and(ii)the City of Fort Worth has verified completion
of all required public improvements associated with such buildings.
F. "Construction Costs" are defined as site development and building costs, including without
limitation, actual site preparation and development and construction costs, signage costs,
contractor fees, the costs of laborsupplies and materials, materials testing, engineering fees,
architectural fees and other design, consulting,construction management and professional costs,
and contractor, development and permitting Bees (including costs expended prior to the date of
this Agreement) expended directly in connection with the construction of the Real Property
Improvements and landscape improvements.
G. "DBE Companies"are defined as companies who are a Disadvantage Business Enterprise(DBE),
and the term"DBE"shall mean:
i. a corporation formed for the purpose of malting a profit and at least 51 percent
of all classes of the shares of stock or other equitable securities of which are
owned by one or more persons who are socially or economically disadvantaged
because of their identification as members of certain groups that have been
subject to racial or ethnic prejudice or cultural bias without regard to their
qualities as individuals or capabilities as a business, and whose ability to
compete in the free enterprise system is impaired due to diminished
opportunities to obtain capital and credit as compared to others in the same line
19124331x.2
of business who are not socially disadvantaged "DBE" includes the State of
Texas definition of historically underutilized businesses (HUBs) as defined in
Section 2161.001 of the Texas Government Code,and as it maybe updated.
ii. a sole prnprietorship formed for the purpose of making a profit that is owned,
operated, and controlled exclusively by one or more persons described in F.i.
above,
iii. a partnership that is formed for the purpose of making a profit in which 51
percent of the assets and interest in the partnership is owned by one or more
persons descnbed by F.i.above,and in which minority or women partners have
proportionate interest in the control, operation, and management of the
partnership affairs.
iv. a limited liability company that is formed for the purpose of making a profit in
which 51 percent of the assets and interest in the company is owned by one or
more persons described by Fl.above.
H. "Bffecfive Date" is defined as the date as of which the COUNTY, CITIES, COMPANY and
BOARD have all executed this Agreement.
L "Eligible Property" is defined as Real Property Improvements and Personal Property
Improvements constructed, delivered to, installed or placed on the Premises in conjunction with
the construction and operation of the new facility(ies),.
J. "Job" is defined as a permanent full-time or full-time equivalent employment position
(collectively, 'FTEs') employed directly with COMPANY on the Premises that result in
employment of at least forty-hours per week.All FTEs included in a required Job must be eligible
for health insurance benefits through COMPANY. Part-time,non-benefit positions shall not be
included in this definition. Outsourced or contracted positions shall not be included in this
definition.
K. 'Personal Property Improvements" are defined as tangible personal property(except inventory or
supplies)delivered to,installed or located on the Premises.
L. "Premises"is defined as the real property described by metes and bounds in Exhibit"A"within
City of Fort Worth Reinvestment Zone No.91 and 91A,leased by COMPANY.
M. "Real Property Improvements" are defined as improvements to the Premises, and shall include
site improvements and structures or fixtures erected or affixed to the Premises.
N. "Supply and Service Expenditures"are defined as those local discretionary expenditures made by
COMPANY, and/or third party managers hived by COMPANY and/or its affiliates, directly for
the operation and maintenance of Premises and any improvements thereon, excluding utility
service costs.
O. "Tarrant County Companies" are defined as any corporation, partnership, limited liabilit)-
company or sole proprietorship maintaining an addressed office location within Tarrant County
fiam which such entity conducts all or a substantial part of its business operations within Tarrant
County.
P "Zone"as used herein is defined as the real property located in City of Fort Worth Reinvestment
Zone No. 91 and 91A and described by City of Fort Worth Ordinance No. 21968-11-2015,and
Ordinance No.227454)&2017 adopted on June 6,2017 copies included within Exhibit"B".
19124331v.2
H.
General Provisions
A. The Premises is not in an improvement project financed by tax increment bonds.
B. Neither the Premises nor any of the Improvements covered by this Agreement are owned or
leased by any member of the Commissioners Court,or any member of the governing body of
any taxing units joining in or adopting this Agreement.
C. BOARD joins this Agreement as a party solely to memorialize that the BOARD has leased
the Premises to COMPANY and that BOARD has authorized the construction of Real
Property Improvements theron in accordance between BOARD and the COMPANY. The
CITIES join solely as the owners of the real property subject to this Agreement. COUNTY
and COMPANY agree that this agreement does not impose any kind of financial or other
obligation on BOARD or the Cities of Dallas and Fort Worth,and that neither the Board nor
the Cities of Dallas and Fort Worth are responsible for the performance of any of the
obligations set forth in this Agreement.
III.
Improvement Conditions and Requirements
A. COMPANY shall cause the improvement of the Premises with completion of Eligible Property
Improvements in accordance with this Agreement.
B. COMPANY shall provide for the completion of combined Real Property Improvements and
Personal Property Improvements not lata than December 31, 2019, having emulative initial
Construction Costs or acquisition costs of not less than Three Hundred Fifty Million Dollars
($350,000,000).
C. COMPANY shall provide for the completion of Real Property Improvements consisting of a new
corporate headquarters facility of not less than 900,000 square feet of floor area in office or
complimentary and associated uses, or ancillary improvements and facilities,which may include
such improvements as dining facilities, conferencing facilities, recreational amenities or similar
types of improvements supporting the corporate headquarters facility,no later than December 31,
2019, having minimum Construction Costs upon completion of not less than Two Hundred
Million Dollars($200,000,000).
D. COMPANY shall expend or cause to be expended at least Twenty-Five Million Dollars
($25,000,000)in Construction Costs of Real Property Improvements with DBE Companies.
E. COMPANY shall expend or cause to be expended at least Fifty Million Dollars($50,000,000)in
Construction Costs of Real Property Improvements with Tarrant County companies.
F. COMPANY and/or third party managers hired by COMPANY and/or its affiliates shall expend
or cause to be expended at least Seven Hundred Fifty Thousand Dollars ($750,000) in annual
Supply and Service Expenditures with Tarrant County Companies.
G. COMPANY and/or third party managers hired by COMPANY and/or its affiliates shall expend
or cause to be expended at least Three Hundred Fifty Thousand Dollars ($350,000) in annual
Supply and Service Expenditures with DBE companies.
19124331x.2
H. COMPANY will provide for employment of a least four thousand two hundred seventy-nine
(4,279)Jobs on the Premises not later than December 31,2019.
I. COMPANY shall operate and maintain on the Promises the Eligible Property lmprovements as a
corporate headquarters for the duration of this Agreement.
J. All proposed Eligible Property Improvements shall conform to the applicable building codes,
zoning ordinances and all other ordinances and regulations of the City of Fort Worth and/or
Tarrant County.
K. The Premises and all hnprovements must conform to all applicable state and federal laws and
regulations related to air pollution and air quality.
IV.
Abatement Allowed
A. As set forth in this section,tax abatement allowed herein shall be for Tarrant County and Tarrant
County Hospital District ad valorem real and personal property taxes,relative to Added Market
Value of the Eligible Property located on the Premises, subject to the following teams and
conditions.
B. If the Improvement Conditions and Requirements set forth in Section III herein and specified
below as to each level of abatement are met, COUNTY agrees for each tax year during the
Abatement Term to exempt from taxation up to seventy percent (70%) of the Added Market
Value of the Eligible Property in accordance with the various requirements established by
terms of this Agreement and to be calculated as set forth below.
1. Base Abatement - If COMPANY (i.) causes the improvement of the Premises and the
addition of the required Eligible Property to the Premises as set forth in Section III.A.,B.,
C., D., and E., (ii.) provides employment as set forth in Section III. H., (iii.) employs
Tarrant County residents for a minimum twenty-five percent(25"/o)of all Jobs,and(iv.)
makes annual Supply and Service Expenditures as set forth in Section III. F.and G.,then
COUNTY shall exempt from taxation sixty percent(6(r )of the Added Market Value of
the Eligible Property.
Dollars spent with DBE Companies may also count as dollars spent with Tarrant
County Companies, and vice versa, for the purposes of this Section if the DBE
Company is also a Tarrant County Company as defined herein.
Failure to meet the minimum cost requirements set forth in Section III. B and C is an
event of default and shall be cause for the termination of this Agreement in accordance
with Section VII. Failure to meet the requirements for Jobs, Tarrant County resident
employment, and use of DBE and Tarrant County Companies for Construction and
Supply and Service Expenditures, as set for in Section III. D., E. F., G., or H. shall be
cause for a reduction in the percentage abatement for any year in which the requirements
are not met,as set forth in Section IV.13.2.
2. Reduction to Abatement
a. Employment and Spending Deficiencies
19124331v.2
In any year that employment and spending levels do not meet the minimum
requirements set forth in Section III. D., E., F, or G. or H. ., the COUNTY shall
reduce the Base Abatement percentage for that year (or for each year of the
Abatement Term, as specified), as set forth below. Each reduction is separate and
individual and may be cumulative in any year.
i. If the actual number of Jobs falls below the minimum Jobs requirement of four
thousand two hundred seventy-nine(4,279)Jobs,the Base Abatement percentage
will be reduced by one percent(1%)for each one percent(10/6)Jobs deficiency,
for that year.
(Examvle: 1%of reauired Jobs is 42 iobs. Total Jobs of 4,237 - 4.279,would
provide a 1% reduction in abatement for that year, 4,194 - 4,236 Jobs would
provide a 2%reduction)
ii. If less than twenty-five percent (25%) of all Jobs are filled by Tarrant County
residents,COMPANY will receive a ten percent(10%)reduction for that year.
iii. If spending with DBE Companies is less than Twenty--Five Million Dollars
($25,000,000) of total Construction Costs, COMPANY will receive a reduction
of one percent (1%) from the Base Abatement for each one pert (1%)
spending deficiency, up to a maximum reduction of five perm (501a), for each
year of the Abatement Terra.
iv. If spending with Tarrant County Companies is less than Fifty Million Dollars
($50,000,000)in Construction Costs,COMPANY will receive a reduction of one
percent (10/6) from the Base Abatement for each one p=ent (1%) spending
deficiency,up to a maximum reduction of five percent(50/o),for each year of the
Abatement Term.
v. If spending with Tarrant County or DBE Companies for annual Supply and
Services Expenditures is less than the minimum requirements set forth in Section
M.F.and G.,COMPANY will receive a one percent(10/6)reduction in the Base
Abatement percentage for each one percent (10/6) deficiency from the minimum
requirement,up to a maximum reduction of five pert(50/o),for that year.
3. Additional Percentage Abatement
In any year tbat COMPANY is eligible to receive all or a portion of the Base Abatement
under Sections W.B.1. and 2., COMPANY may receive up to an additional ten percent
(10%)ad valorem tax abatement in any year(or for each year of the Abatement Tenn,as
specified below) that COMPANY meets one or more of the additional performance
re quh meats as set forth below.
a. For total Jobs above four thousand two hundred seventy-nine(4,279),COMPANY
will receive an additional one percent(10/6) abatement for each forty-two(42)Jobs
added,up to a maximum of ten percent(10%)additional abatement for that year.
(Example: Total Jobs of 4,280 - 4,322 would provide for an additional 1%
abatement for that year.)
19124331v.2
b. For employment of Tarrant County residents for more than sixty percent(609%)of
all Jobs, COMPANY will receive an additional three permit (3%) abatement for
that year.
C. For use of DBE Companies for Forty Million Dollars ($40,000,000) or greater of
the total Construction Costs of the Eligible Real Property Improvements,
COMPANY will receive an additional three percent(3%)abatement for each year
of the Abatement Term.
d. For use of Tarrant County Companies for Seventy-Five Million Dollars
($75,000,000) or greater of the total Construction Costs of the Eligible Real
Property Improvements, COMPANY will receive an additional three percent(3%)
abatement for each year of the Abatement Term.
e. For spending with DBE Companies of more than Three Hundred Fifty Thousand
Dollars ($350,000) in annual Supply and Services Expenditures,COMPANY will
receive an additional one percent(10/6)abatement for each Fifty Thousand Dollars
($50,000)of additional expenditures,up to a maximum of two percent(2%)for that
year.
f. For spending with Tarrant County Companies of more than Seven Hundred Fifty
Thousand Dollars ($750,000) in annual Supply and Services Expenditures,
COMPANY will receive an additional one percent (11/6) abatement for each One
Hundred Thousand Dollars ($100,000) of additional expenditures, up to a
maximum of two percent(2%)for that year.
C. This Agreement is effective beginning the Effective Date and shall expire simultaneously upon
expiration of the Abatement Team,as defined below,unless terminated earlier in accordance with
the teals and conditions of the Agreement. The term for which COMPANY may receive an
abatement shall commence on January 1 of the Commencement Tax Year and shall expire on
December 31 of the last year of the Abatement Term. Notwithstanding the foregoing,the rights
and obligations of the COMPANY and COUNTY to establish and confirm the level of abatement
for the final year of the Abatement Tenn shall survive for thirteen (13) months beyond the
Abatement Tenn.
V.
Reports,Audits and Imections
A. Annual Certification and Reports-Pursuant to state law,COMPANY shall certify annually to the
COUNTY that COMPANY is in compliance with the terms of the tax abatement agreement,and
shall provide the COUNTY with reports and records reasonably necessary and requested to
support each year of the Abatement Term,as follows:
1. Certification - COMPANY shall complete and certify a Tax Abatement Evaluation
Report to be provided by COUNTY for each year of the tax abatement agreement,to be
due annually not later than April 30. This certification shall include information
supporting job creation and retention requirements, reports on Eligible Properly values,
costs,and spending on construction and supply and services,a narrative description of the
project's progress, and other submittals required by the tax abatement agreement.
19124331x.2
COMPANY shall also obtain and provide to the COUNTY for each year of the
Abatement Team a certification by the BOARD,or a representative of the BOARD,that
the BOARD'S lease of the Premises to the COMPANY is in effect.
2. Eligible Properly Reports - At a minimum, COMPANY shall make available upon
request the following information annually on all Personal Property Improvements for
which COMPANY will seek tax abatement:
a. Property description;
b. Asset number;
C. Payment/lease date for property located on Premises;and
CL Cost.
3. Eli&ble Property Reports for Projects in Prog,ns - COMPANY shall provide County,
upon request,information on projects in progress for which fixed asset numbers have not
been assigned The report shall providc information in sufficient detail to identify the
Eligible Property to be installed on the Premises. At a minimum,this information shalt
include:
a Description of materials,machinery and equipment;
b. Vendor name,invoice date,invoice number and invoice amount,and
C. Payment/lease date for property to be located on Premises.
4. Reports on Equipmgt RwlwW or Removed - Additionally, COMPANY agrees to
provide COUNTY, upon request, information on Eligible property for which
COMPANY has received tax abatement and which has been replaced or removed from
the Premises. At a minimum,this information shall include:
a. Property description;
b. Asset number-,and
Q Approximate date of disposal.
5. Report Upon Project Completion-Within one-hundred eighty(180) days of completion
and occupancy of buildings of the corporate headquarters facility with a minimum
900,000 square feet of floor area,COMPANY shall provide COUNTY with an Eligible
Property Report that shall describe all Eligible Property for which the Company is granted
tax abatement. The report may contemplate a reconciliation of the general ledger to the
personal property rendition to satisfy this requirement.
6. Additional ReQorts - Additionally, throughout the term of this agreement, COMPANY
shall fwnish COUNTY any additional records and information reasonably requested to
support the reports required by this agreement.
B. Right to Audit Books and Records-COUNTY shall have the right to audit the books and records
related to the Eligible Property and supporting the Eligible Property reports. COUNTY shall
notify COMPANY in advance in writing of their intent to audit in order to allow COMPANY
adequate time to make such books and records available.
C. hM2ggon-At all times during COMPANY'S normal business hours throughout the term of this
Agreement,COUNTY and the Tarrant Appraisal District(TAD)shall have reasonable access to
the Premises for the purpose of inspecting the Premises to ensure that the Eligible Property is
19124331x.2
constructed,installed,maintained and operated in accordance with the terms of this Agreement.
All inspections shall be conducted in a manner as to not unreasonably interfere with the
installation of the Eligible Property or the operation of the Premises. The inspections shall be
conducted within a reasonable time period after notice by COUNTY or TAD to COMPANY,
provided, however, that all inspections shall be made with one (1) or more rtative(s) of
COMPANY present and in accordance with the safety standards of COMPANY and subsequent
to the date that a completion certificate is issued by the City of Fort Worth shall not occur more
fiequently than quarterly.
VI.
Use of Premises
The Premises at all times shall be used in a manner that is consistent with the City of Fort Worth Inning
ordinances and consistent with the general purpose of encouraging development within the Zone. Both
parties acknowledge that the use of the Premises for a corporate headquarters facility and related and
ancillary activities in accordance with this Agreement is consistent with such purposes.
VII.
Breach and Recapture
A. Breach-A breach of this Agreement may result in termination or modification of this Agreement
and recapture by COUNTY of taxes which otherwise would have been paid since the executon
of this Agreement to COUNTY without the benefit of the Abatement, as set forth in Sections
VII(B)and VII(C). Such taxes shall become due sixty(60)days following notice of breach and
after the expiration of the cure period as provided in Section VII(B). The following conditions
shall constitute a breach of this Agreement:
1. COWANY terminates the use of the Premises by American Airlines, Inc. or its
successor as a corporate headquarters and related and ancillary activities at any time
during the term of the Agreement;or
2. COMPANY fails Wined the Abatement Conditions and Requirements specified in
Section III,A.,B.,C.,L,or J.,herein;or
3. COMPANY allows its ad valorem taxes on the Premises owed to COUNTY to become
delinquent.
B. Notice of Breach - In the event that COUNTY makes a reasonable determination that
COMPANY has breached this Agreement,then COUNTY shall give COMPANY written notice
of such default. COMPANY has sixty (60) days following receipt of said written notice to
reasonably cure such breach,or this Agreement maybe terminated by COUNTY,and recapture of
abated taxes may occur. Notice of default shall be in writing and shall be delivered by personal
delivery or certified mail to COMPANY at its address provided in Section IX of this Agreement.
It shall be the duty of COUNTY to determine whether to require recapture and payment of abated
taxes and to demand payment of such.
C. -Should COMPANY commit a breach of this Agreement according to items A(l),(2)
or(3)of this Section VII, and COMPANY does not cure as provided in VII.B.above during the
cure period,COUNTY may terminate this Agreement and recapture any taxes erroneously abated
19124331v.2
D. Tax Lien Not hpRg ed - It is expressly agreed and acknowledged between the patties to this
Agreement that nothing in this Agreement shall be deemed or construed to affect the lien for taxes
against the property established by Section 32.01 of the Tax Code of the State ofTexas. Such lien
shall secure the payment of all taxes,penalties and interest ultimately imposed on the properly,
including any taxes abated and subject to recapture under this Agreement. Any such lien may be
fully cefiorced pursuant to the provisions of the Code. For purposes of this Subsection,"property"
refers to the Premises and Eligible Property described herein.
VIII.
Effect of Sale or Lease of Property
The abatement granted by this Agreement shall not be assignable to any new owner of the Premises or to a
new lessee of all or a portion of the Premises or owner of the Eligible Property other than an affiliate of the
COMPANY unless such assignment is approved in writing by the COUNTY.
DL
Notice
All notices called for or required by this Agreement shall be addressed to the following, or such other
party or address as either party designates in writing,by certified mail postage prepaid or by hand delivery.
COMPANY: American Airlines,Inc.
Attn:Chuck Allen
4333 Amon Carter Blvd MD 5673
Fort Worth,TX 76155
COUNTY: Tarrant County
County Administrator's Office
100 E.Weatherford
Fort Worth,Texas 76196
X
Commissioners Court Authorization
This Agreement was authorized by resohrtion of the Commissioners Court authorizing the County Judge
or his designee to execute this Tax Abatement Agreement on behalf of the COUNTY.
M.
Severability
In the event any section, subsection, paragraph, sentence, phrase or word is held invalid, illegal or
unconstitutional,the balance of this Agreement shall stand,shall be enforceable and shall be read as if the
parties intended at all times to delete said invalid section,subsection,paragraph,sentence,phrase or word.
III[.
Estoppel Certificate
Any party hereto may request an estoppel certificate from another party hereto,so long as the certificate is
requested in connection with a bona fide business purpose. The certificate, which if requested will be
addressed to a subsequent purchaser or assignee of COMPANY, shall include, but not necessarily be
limited to statements that this Agreement is in full force and effect without default(or if default exists the
19124331v 2
nature of same),the remaining term of this Agreement,the levels and remaining term of the abatement in
effect and such other matters reasonably requested by the party(ies)to receive the certificates.
DLIII.
Company's Standing
COMPANY, as a party to this Agreement, shall be deemed a proper and necessary party in any litigation
questioning or challenging the validity of this Agreement or any of the underlying ordinances,resolutions
or City Council actions authorizing same,and COMPANY shall be entitled to intervene in said litigation.
XIV.
Applicable Law
This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this
Agreement shall be the State's District Court of Tarrant County,Texas. This Agreement is performable in
Tarrant County,Texas.
XV.
Indemnification
It is understood and agreed between the parties that the COMPANY,in performing its obligations
hereunder, is acting independently, and COUNTY assumes no responsibility or liability to third
parties in connection therewith,and COMPANY agrees to indemnify, at no cost to the COUNTY,
the Cities of Dallas and Fort Worth,or the BOARD, and hold harmless COUNTY,the Cities of
Dallas and Fort Worth,the BOARD and the officers,agents,servants and employees of each from
any such responsibility or liability. It is further understood and agreed among the parties that
COUNTY,in performing its obligations hereunder,is acting independently, and the COMPANY
assumes no responsibility or liability to third parties in connection therewith,and COUN'T'Y agrees
to the extent allowed by law to indemnify and hold harmless COMPANY from any such
responsibility or liability. COUNTY AND COMPANY shall cooperate in the defense of.any claim
contesting the validity of this agreement
XVI.
Force Majeure
It is expressly understood and agreed by the parties to this Agreement that the parties shall not be found in
default of this Agreement if any party's failure to meet the requirements of this Agreement is delayed by
reason of war, civil commotion, Act of God, inclement weather, shortage or lack of materials, strike,
um+easonable delay caused by governmental authorities,fire or other casualty of a similar nature.
XVII.
Knowing Employment of Undocumented Workers
COMPANY acknowledges that the COUNTY is required to comply with Chapter 2264 of the Texas
Government Code, enacted by House Bill 1196(80th Texas Legislature),which relates to restrictions on
the use of certain public subsidies. COMPANY hereby certifies that COMPANY, and any branches,
divisions, or departments of COMPANY, does not and will not knowingly employ an undocumented
worker,as that term is defined by Section 2264.001(4)of the Texas Govermnent Code. In the event that
COMPANY,or any branch,division,or department of COMPANY, is convicted of a violation under 8
U.S.C. Section 1324a(f)(relating to federal criminal penalties and injunctions for a pattern or practice of
19124331v.2
nature of same),the remaining term of this Agreement,the levels and remaining term of the abatement in
effect and such other mattes reasonably requested by the party(ies)to receive the certificates.
XIII.
Company's Standln$
COMPANY, as a party to this Agreement, shall be deemed a proper and necessary party in any litigation
questioning or challenging the validity of this Agreement or any of the underlying ordinances,resolutions
or City Council actions authorizing same,and COMPANY shall be entitled to intervene in said litigation.
XIV.
Applicable Law
This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this
Agreement shall be the State's District Court of Tarrant County,Texas. This Agreement is performable in
Tarrant County,Texas.
XV.
Indemnification
It is understood and agreed between the parties that the COMPANY,in performing its obligations
hereunder, is acting independently, and COUNTY assumes no responsibility or liability to third
parties in connection therewith,and COMPANY agrees to indemnify, at no cost to the COUNTY,
the Cities of Dallas and Fort Worth, or the BOARD, and hold harmless COUNTY,the Cities of
Dallas and Fort Worth,the BOARD and the officers,agents,servants and employees of each from
any such responsibility of liability. It is further understood and agreed among the parties that
COUNTY,in performing its obligations hereunder,is acting independently, and the COMPANY
assumes no responsibility or liability to third parties in connection therewith,and COUNTY agrees
to the extent allowed by law to indemnify and hold harmless COMPANY from any such
responsibility or liability. COUNTY AND COMPANY shall cooperate m the defense of.any claim
contesting the validity of this agreement.
XVI.
Force Majeure
It is expressly understood and agreed by the parties to this Agreement that the parties shall not be found in
default of this Agreement if any party's failure to meet the requirements of this Agreement is delayed by
reason of war, civil commotion, Act of God, inclement weather, shortage or lack of materials, strike,
unreasonable delay caused by governmental authorities,fire or other casualty of a similar nature.
XVII.
Knowing Employment of Undocumented Workers
COMPANY aclmowledges that the COUNTY is required to comply with Chapter 2264 of the Texas
Government Cade,enacted by House Bill 1196(80th Texas Legislature),which relates to restrictions on
the use of certain public subsidies. COMPANY hereby certifies that COMPANY, and any branches,
divisions, or departments of COMPANY, does not and will not knowingly employ an undocumented
worker,as that term is defined by Section 2264.001(4)of the Texas Government Code. In the event that
COMPANY, or any branch,division,or department of COMPANY, is convicted of a violation under 8
U.S.C. Section 1324a(o (relaxing to federal criminal penalties and injunctions for a patten or practice of
19124331v.2
employing unauthorized aliens), subject to any appellate rights that may lawfully be available to and
exacised by COMPANY, COMPANY shall repay, within one hundred twenty (120) calendar days
following receipt of written demand from the COUNTY, the aggregate amount of the value of the
abatement renewed by COMPANY heretmder,if any,plus Simple Interest at a rate of four percent(4%)
per annum.COMPANY shall not be considered in violation of this section for any actions of a subsidiary,
affiliate,franchisee of COMPANY or a person or entity with whom COMPANY contracts.
XVIII.
No Other Agreement
This Agreement embodies all of the agreements of the parties relating to its subject matter as specifically
set out herein,supersedes all prior understandings and agreements regarding such subject matte',and may
he amended modified or supplemented only by an instrument or instruments.in writing executed by the
parties.
XIX.
Signatories
This Agreement is effective and binding on those parties that have duly signed below,which execution
may be by separate counterparts.
XX.
Headings
The headings of this Agreement are for the convenience of reference only and shall not affect in any
manner any of the terms and conditions hereof
XXL
Successors and Assigns
The parties to this Agreement each bind themselves and their successors,executors, administrators and
assigns to the other party of this Agreement and to the successors,executors,administrators and assigns of
such other party in respect to all covenants of this Agreement
No successor, executor, administrator or assign is valid in the place of the parties to this Agreement
without the written consent of COUNTY and such consent shall not be unreasonably withheld.
Notwithstanding the foregoing, the COMPANY may assign this Agreement to any entity which is an
of liate of COMPANY,without the consent of the COUNTY,in which case the benefits and obligations
under this Agreement shall apply to the property and premises owned by such assignee. For purposes of
the Section, an affiliate shall mean any entity which is related to COMPANY through direct or indirect
common ownership or control.
XXII.
Termination
This Agreement shall terminate, in accordance with the terms of this Agreement, unless extended by
written agreement of the parties or a written instrument signed by all parties evidencing a delay by forec
majeure;provided however,that the period of abatement may not extend beyond ten(10)years.
19124331v,2
IN WITNESS WBEREOF,the parties hereto have executed this Agreement on the dates written
below.
TARRANT COUNTY,TEAAS
By:
B. Glen Whitley
County Judge
Date: NNV^n19ex
AM T: AP TO F *:
n.,,
tidAttorney's
tyClerk sst. Crial District Attomey
Nov�mb�Office may only approve contracts fav its clients.We reviewed this document from our client's legtlperspadiv e.
Otherpwties may not rely on gitr 4Wmml.Imtead those panes should seek contract review from indepeadent counsel
19124331v.2
AMERICAN AUtLiNEES,INC.,
a Delaware corpora
Name:
Title:
Date:_
19124331v.2
DALLAS/FORT WORTH INTERNATIONAL
Ai'RPOUR BOARD
B
Name: o l4Q
Title:"'V«,e
R10C,t `� �lv�w�eyt''13� �2UelbPrvLe T
Date: / -,4-Q 0/ -7
APPROVED AS TO FORM AND LEGALITY:
By: �;/�
haul.Tomme,Legal Counsel
19124331v.2
CITY OF FORT WORTH: ATTEST:
1�
By: By;
Jesus J. Chapa Name r 5P-C--
Assistant City Manager Date:
Date:
APPROVED AS TO FORM:
.7FXP.�
By: 2i��—
Peter Vaky
Deputy City Attorney
M *C: lies, '�*68 -I2- 2017
Form 1295 Cert.No.: 2 0/ 7 2 9/ 1
OFFICIAL RECORD
CITY SECRETARY
19124331v.2 FT. WORTH,TX
l �
.W
t
„���r.V.T. �..
A
CITY OF DALLAS: APPROVED AS TO FORM:
T. C.BROADNAX, LARRY E. CASTO
City Manager City AttorgR7
f
By: �� By:
istant City Manager Assis ant City Attorney
Date:
19124331x.2
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1of2
Complete Nos, 1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-291941
American Airlines, Inc.
Fort Worth, TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 12/07/2017
being filed.
City of Fort Worth Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
12/05/2017 Agenda X111.1
Tax Abatement Agreement Between Tarrant County and American Airlines, Inc.
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Dornic, Myron Dallas,TX United States X
Jackson Walker L.L.P Dallas,TX United States X
Dyer Jeff Fort Worth,TX United States X
Pitchford,Joseph Dallas,TX United States X
Crescent Real Estate Development LLC Dallas,TX United States
Skipworth,Tim Fort Worth,TX United States X
Kerr, Derek Fort Worth,TX United States X
Isom,Jr., Robert Fort Worth,TX United States X
Johnson, Steve Fort Worth, TX United States X
Parker, Douglas Fort Worth,TX United States X
American Airlines Group, Inc. Fort Worth,TX United States X
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337
CERTIFICATE OF INTERESTED PARTIES FORM 1295
,, 2
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-291941
American Airlines, Inc.
Fort Worth,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 12/07/2017
being filed.
City of Fort Worth Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
12/05/2017 Agenda XIIIA
Tax Abatement Agreement Between Tarrant County and American Airlines, Inc.
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclo a is true and correct.
"""'�• CAROL IAEGER _
Notary Public.State of Texas f/
Comm.Expires 11.17-2019 `
Notary ID 130443251 `
Signature of authori ent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
Sworn to and subscribed before me,by the said �1er r�� .W t t"el',this the day of
20-_,to certify which,witness my hand and seal of office.
�.`� �A(Ls`•�L _.1-cue ��- �eC. �S� � r
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Ram)5 provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337
EXHIBIT"A"
DESCRIPTION OF PREMISES
19124331v,2
ExhibitA.
METES AND BOUNDS DESCRIPTION
BEING a 124.04 acre tract of land situated in the William G.Matthews Surve ,Abstract
Number 1052 and the V.J.Hutton Survey,Abstract Number 681,Tarrant Cot nty,Texas in
the City of Fort Worth,being all of Lot 1,Block 2 and Lot 1,Block 3,American Airlines
Addition,being an addition to the City of Fort Worth according to the plat recorded in
Volume 388-133,Page 60,Plat Records of Tarrant County,Texas,also being ' portion of the
tract of land described as the North Tract in the deed to DFW Regional Airpott Hoard
recorded in Volume 6653,Page 856,Deed Records of Tarrant County,Texas#nd being a
portion of the tract of land described in the deed to DFW Regional Airport Bcord recorded
In Volume 6710,Page 520,Deed Records of Tarrant County,Texas,said 124.14 acre tract of
land being more particularly described as follows: i
BEGINNING at the point of intersection of the northerly right-of-way line ofinity
Boulevard(a variable width right-of-way)with the westerly right of-way lin of State
Highway 360(a variable width right-of-way)also being the southeasterly co er of said Lot
1,Block 2;
i
THENCE with the northerly right-of-way line of Trinity Boulevard the followipg:
South 862 48'36"West a distance of 119.82 feet to a point-, I
North 812 28'15'West a distance of 372.43 feet to a point;
i
South 88216'20'West a distance of 102.31 feet to a point;
North 832 35'59"West a distance of 243.48 feet to the beginning of a r on-tangent
curve to the right having a radius of 1,372.00 feet;
Northwesterly along said curve through a central angle of 049 21'19"a a arc
distance of 104.27 feet with a chord bearing of North 709 08'00"West ind a chord
distance of 104.27 feet to the point of tangency of said curve;
North 672 57'20'West a distance of 146.40 feet to the point of curvatu a of a curve
to the left having a radius of 1,428.00 feet;
Southwesterly along said curve through a central angle of 542 27'23" arc
distance of 1,357.20 feet to the point of tangency of said curve,
South 572 35'18"West a distance of 61.02 feet to aP oint•
South 89917'00"West a distance of 153.69 feet to a point in the easorly right-of-
way line of American Boulevard(a variable width right-of-way)in a roan-tangent
curve to the right having a radius of 700.00 feet,also being the southiresterly corner
of said Lot 1,Block 3;
THENCE departingthe northerly right-of-way line of Trinity Boulevard with�e easterly
right-of-way line of American Boulevard the following;
Northwesterly along said curve through a central angle of 229 24'10"1 an arc
distance of 273.20 feet to the point of tangency of said curve,
North 019 41'36"East a distance of 26.19 feet to a point;
North 00917'30"East a distance of 533.43 feet to the point of curvature of a curve
to the right having a radius of 1,270.00 feet; 1
Northeasterly along said curve through a central angle of 24411'49'with an arc
distance of 554.07 feet to the point of tangency of said curve;
i
North 244 29'19*East a distance of 429.79 feet to the point of curvy a of a curve
to the left having a radius of 1,344.00 feet;
Northeasterly along said curve through a central angle of 251149'19*ak arc distance
of 605.70 feet to the point of tangency of said curve; r
�i
North 009 32'00'West a distance of 275.48 feet to the northwesterly dorner of said
Lot 1,Block 3;
THENCE departing the easterly right-of-way line of American Boulevard with the northerly
line of said Lot 1,Block 3 the following;
North 894 07'East a distance of 595.00 feet to a point;
I
North 899 06'East a distance of 650.00 feet to the northeasterly cornel of said Lot 1,
Block 3; I
M
THENCE with the easterly line of said Lot 1,Block 3 South 009 31'West a distE1 ce of
929.00 feet to the northwesterly corner of said Lot 1,Block 2;
I
f
I
`i
t
THENCE departing the easterly line of said Lot 1,Block 3 with the northerly ine of said Lot
1, Block 2 North 894 38'28" East a distance of 1,098.82 feet to a point in the esterly right-
of-way line of State Highway 360 for the northeasterly corner of said Lot 1, lock 2;
THENCE with the westerly right-of-way line of State Highway 360 the follow ng;
South 001123' 38"West a distance of 87.75 feet to a point;
South 344 45' 15"West a distance of 60.96 feet to a point,
South 00414' 57"East a distance of 149.86 feet to a point;
South 144 13' 33" East a distance of 103.15 feet to a point;
South 00412' 02"East a distance of 99.93 feet to a point;
South 164 25' 55"West a distance of 104.32 feet to a point;
South 034 04'44"West a distance of 601.18 feet to a point;
South 012 38' 45"West a distance of 300.25 feet to a point;
South 034 30'44'West a distance of 182.88 feet to a point;
South 434 58' 23"West a distance of 73.34 feet to the POINT OF BEGIN ING;
CONTAINING a computed area of 124.04 acres of land.
UUMIT"B"
CITY OF FORT WORTH REINVESTMENT ZONE NO 91 AND 91A
19124331v.2
ORDINANCE NO.21968-11-2015
AN ORDINANCE DESIGNATING A CERTAIN AREA IN THE
CITY OF FORT WORTH AS "TAX ABATEMENT
REINVESTMENT ZONE NUMBER NINETY-ONE, CITY OF
FORT WORTH, TEXAS"; PROVIDING THE EFFECTIVE AND
EXPIRATION DATES FOR THE ZONE AND A MECHANISM
FOR RENEWAL OF THE ZONE; AND CONTAINING OTHER
MATTERS RELATED TO THE ZONE.
WHEREAS, pursuant to the City Council's adoption on May 20, 2014 of
Resolution No. 4322-05-2014 (the "Tax Abatement Policy"), the City of Fort Worth,
Texas (the "City") has elected to be eligible to participate in tax abatement and has
established guidelines and criteria governing tax abatement agreements entered into
between the City and various third parties, as authorized by and in accordance with the
Property Redevelopment and Tax Abatement Act, codified in Chapter 312 of the Texas
Tax Code (the"Code"); and
WHEREAS, the City Council desires to promote the development of the area in
the City more specifically described in Exhibit "A" of this Ordinance (the "Zone")
through the creation of a reinvestment zone for purposes of granting a business expansion
tax abatement, as authorized by and in accordance with Chapter 312 of the Code; and
WHEREAS, American Airlines, Inc. ("Company") wishes to expend or cause to
be expended at least$200 million in real property improvements for the construction of a
new corporate headquarters facility to be located in the Zone, and Company intends to
install new taxable tangible business personal property in the facility that ultimately will
result in a combined real and personal property investment of at least $350 million
(collectively, the"Improvements"); and
Ordinance Designating Tax Abatement Reinvestment Zone Number Ninety-one, Ordinance No.21968-11-2015
City of Fort Worth,Texas Page 1 of 8
WHEREAS, Company has applied for real and business personal property tax
abatements from the City in return for the installation of the Improvements in the Zone
and compliance with certain other employment and spending commitments that will
foster economic development in the Zone and the City in general; and
WHEREAS, on November 10, 2015 the City Council held a public hearing
regarding the creation of the Zone, received information concerning the Improvements
proposed for the Zone and afforded a reasonable opportunity for all interested persons to
speak and present evidence for or against the creation of the Zone ("Public Hearing"),
as required by Section 312.201(d) of the Code; and
WHEREAS, notice of the Public Hearing was published in a newspaper of
general circulation in the City on November 3, 2015, which satisfies the requirement of
Section 312.201(d)(1) of the Code that publication of the notice occur not later than the
seventh day before the date of the public hearing; and
WHEREAS, in accordance with Sections 312.201(d)(2) and (e), of the Code
notice of the Public Hearing was delivered in writing not later than the seventh day
before the date of the public hearing to the presiding officer of the governing body of
each taxing unit that includes in its boundaries real property that is to be included in the
proposed Zone;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF
THE CITY OF FORT WORTH, TEXAS:
Ordinance Designating Tax Abatement Reinvestment Zone Number Ninety-one, Ordinance No.21968-11-2015
City of Fort Worth,Texas Page 2 of 8
Section 1.
FINDINGS.
That after reviewing all information before it regarding the establishment of the
Zone and after conducting the Public Hearing and affording a reasonable opportunity for
all interested persons to speak and present evidence for or against the creation of the
Zone,the City Council hereby makes the following findings of fact:
1.1. The statements and facts set forth in the recitals of this Ordinance are true and
correct. Therefore, the City has met the notice and procedural requirements
established by the Code for creation of a reinvestment zone under Chapter 312 of
the Code.
1.2. The Improvements proposed for the Zone, as more specifically outlined in the
Public Hearing, are feasible and practical and, once completed will benefit the
land included in the Zone as well as the City for a period in excess of ten (10)
years, which is the statutory maximum term of any tax abatement agreement
entered into under the Chapter 312 of the Code.
1.3. As a result of designation as a reinvestment zone, the area within the Zone is
reasonably likely to contribute to the expansion of primary employment and to
attract major investment in the Zone that will be a benefit to property in the Zone
and will contribute to the economic development of the City.
Ordinance Designating Tax Abatement Reinvestment Zone Number Ninety-one, Ordinance No.21968-11-2015
City of Fort Worth,Texas Page 3 of 8
Section 2.
DESIGNATION OF ZONE.
That the City Council hereby designates the Zone described in the boundary
description attached hereto as Exhibit "A" and made a part of this Ordinance for all
purposes as a reinvestment zone for purposes of granting business expansion tax
abatement, as authorized by and in accordance with Chapter 312 of the Code. This Zone
shall be known as "Tax Abatement Reinvestment Zone Number Ninety-one, City of Fort
Worth, Texas." This project is eligible for commercial/industrial tax abatement pursuant
to Section 4.3 of the Tax Abatement Policy.
Section 3.
TERM OF ZONE.
That the Zone shall take effect upon the effective date of this Ordinance and
expire five (5) years thereafter. The Zone may be renewed by the City Council for one or
more subsequent terms of five (5) years or less.
Section 4.
SEVERABILITY.
That if any portion, section or part of a section of this Ordinance is subsequently
declared invalid, inoperative or void for any reason by a court of competent jurisdiction,
the remaining portions, sections or parts of sections of this Ordinance shall be and remain
in full force and effect and shall not in any way be impaired or affected by such decision,
opinion or judgment.
Ordinance Designating Tax Abatement Reinvestment Zone Number Ninety-one, Ordinance No.21968-11-2015
City of Fort Worth,Texas Page 4 of 8
Section 5.
IMMEDIATE EFFECT.
That this Ordinance shall take effect upon its adoption.
ADOPTED AND EFFECTIVE:November 10, 2015
APPROVED AS TO FORM AND LEGALITY:
Peter Vaky ary J. I y
Deputy City Atto ey City Sec
M&C:G-18605
Ordinance Designating Tax Abatement Reinvestment Zone Number Ninety-one, Ordinance No.21968-11-2015
City of Fort Worth,Texas Page 5 of 8
EXHIBIT "A"
BOUNDARY DESCRIPTION OF ZONE
BEING a 97.701 acre tract of land situated in the William G. Matthews Survey, Abstract
Number 1052 and the V. J. Hutton Survey,Abstract Number 681, Tarrant County, Texas, in the
City of Fort Worth, being a portion of the tract of land described in the deed to Dallas-Fort
Worth Regional Airport Board recorded in Volume 6710, Page 520, Deed Records of Tarrant
County, Texas and being all of the tract of land described as the North Tract in the deed to
Dallas-Fort Worth Regional Airport Board recorded in Volume 6653, Page 856,Deed Records
of Tarrant County,Texas, also being a portion of Lot 1, Block 3 and all of Lot 1,Block 2,
American Airlines Addition according to the plat recorded in Volume 388-133,Page 60, Plat
Records of Tarrant County, Texas, and being a portion of the tract of land described as Plot B in
the deed to the City of Fort Worth recorded in Volume 5072,Page 417,Deed Records of Tarrant
County,Texas, said 97.701 acre tract of land being more particularly described as follows:
BEGINNING at a 5/8 inch iron rod found in the westerly right-of-way line of State Highway 360
(a variable width right-of-way) for the northeasterly corner of said North Tract and of said Lot 1,
Block 2,American Airlines Addition;
THENCE with the westerly right-of-way line of State Highway 360 the following:
South 00°55' 57"East(Volume 6653,Page 856 & Volume 388-133,Page 60= South
00°23' 38"East) a distance of 87.75 feet to a 5/8 inch iron rod found for corner;
South 34° 12' 56" West(Volume 6653, Page 856 &Volume 388-133, Page 60= South
34°45' 15"West) a distance of 60.96 feet to a point;
South 00°47' 18"East(Volume 6653, Page 856 &Volume 388-133, Page 60=South
00° 14' 57"East) a distance of 149.86 feet to a 5/8 inch iron rod found for corner;
South 14'45' 52"East(Volume 6653, Page 856 &Volume 388-133, Page 60= South
14° 13' 33"East) a distance of 103.15 feet to a 5/8 inch iron rod found for corner;
South 00°44' 21"East(Volume 6653,Page 856 &Volume 388-133, Page 60= South
00° 12' 02"East) a distance of 99.93 feet to a 5/8 inch iron rod found for corner;
South 15°53' 36"West(Volume 6653, Page 856 &Volume 388-133, Page 60=South
16°25' 55"West) a distance of 104.32 feet to a 5/8 inch iron rod found for corner;
South 02°32' 25" West(Volume 6653, Page 856 &Volume 388-133, Page 60= South
03°04' 44"West) a distance of 601.18 feet to a%inch iron rod found for corner;
South 01°06' 26"West (Volume 6653,Page 856 &Volume 388-133,Page 60=South
01'38' 45" West) a distance of 300.25 feet to a 3.5 inch aluminum monument found for
corner;
South 02°58' 25" West (Volume 6653,Page 856 &Volume 388-133, Page 60=South
03°30' 44" West) a distance of 182.88 feet to a 3.5 inch aluminum monument found for
corner;
South 43'26' 04" West (Volume 6653, Page 856 &Volume 388-133, Page 60=South
43°58' 23" West) a distance of 73.34 feet to a point in the northerly right-of-way line of
Trinity Boulevard (a variable width right-of-way);
THENCE departing the westerly right-of-way line of State Highway 360 with the northerly
right-of-way line of Trinity Boulevard the following:
South 86° 16' 17" West (Volume 6653, Page 856 &Volume 388-133, Page 60=South
86'48' 36"West) a distance of 119.82 feet to an aluminum disk stamped"DFW Int
Airport" found for corner;
North 82'00' 32"West(Volume 6653,Page 856 &Volume 388-133,Page 60=North
811 28' 13" West) a distance of 372.43 feet to a point;
South 87°44' 01" West(Volume 6653,Page 856 &Volume 388-133, Page 60= South
88° 16' 20"West) a distance of 102.31 feet to a 5/8 inch iron rod found for corner;
North 84°05' 43" West(Volume 6654, Page.856 &Volume 388-133,Page 60=North
831 35' 57"West) a distance of 243.89 feet to an aluminum disk stamped"DFW Int
Airport"found for the beginning of a non-tangent curve to the right having a radius of
1,372.00 feet;
Northwesterly along said curve through a central angle of 4°21' 00" an arc distance of
104.17 feet with a chord bearing of North 70°35' 54"West and a chord distance of
104.14 feet to the end of said curve;
North 68°29' 39" West a distance of 146.40 feet to an aluminum disk stamped"DFW Int
Airport"found for the point of curvature of a curve to the left having a radius of 1,428.00
feet;
Southwesterly along said curve through a central angle of 54°27' 23"an arc distance of
1,357.23 feet with a chord bearing of South 84° 16' 40" West and a chord distance of
1,306.72 feet to a 5/8 inch iron rod with a cap stamped"KHA"found at the end of said
curve;
South 570 32' 19" West a distance of 61.02 feet to a 5/8 inch iron rod with a cap stamped
"KHA"found for corner;
South 88°44' 41" West a distance of 153.69 feet to a 5/8 inch iron rod with an orange
cap found in the easterly right-of-way line of American Boulevard(a variable width
right-of-way) for the beginning of a non-tangent curve to the right having a radius of
700.00 feet;
THENCE departing the northerly right-of-way line of Trinity Boulevard with the easterly right-
of-way line of American Boulevard the following:
Northwesterly along said curve through a central angle of 22°24' 10" an are distance of
273.70 feet with a chord bearing of North 11°26' 01" West and a chord distance of
271.96 feet to an aluminum disk stamped"DFW Int Airport"found at the end of said
curve;
North 001 13' 26" West a distance of 559.39 feet to an aluminum disk stamped "DFW Int
Airport"found for the beginning of a non-tangent curve to the right having a radius of
1,270.00 feet;
Northeasterly along said curve through a central angle of 24°59' 55" an are distance of
554.11 feet with a chord bearing of North 121 16' 12"East and a chord distance of 549.73
feet to an aluminum disk stamped"DFW Int Airport"found at the end of said curve;
North 23° 59' 25"East a distance of 367.44 feet to a point;
THENCE departing the easterly right-of-way line of American Boulevard North 89°06' 09"East
at a distance of 1,388.49 feet passing the northwesterly corner of said Lot 1, Block 2,American
Airlines Addition, continuing with the northerly line of said Lot 1, Block 2 in all a total distance
of 1,788.49 feet to a point;
THENCE departing the northerly line of said Lot 1, Block 2 North 00°53' 51"West a distance
of 100.00 feet to a point;
THENCE North 89°06' 09"East a distance of 300.00 feet to a point;
THENCE South 00° 53' 31"East a distance of 100.00 feet to a point in the northerly line of said
Lot 1,Block 2;
THENCE with the northerly line of said Lot 1,Block 2 North 89° 06' 09"East a distance of
398.82 feet to the POINT OF BEGINNING;
CONTAINING a computed area of 97.701 acres (4,255,856 square feet)of land.
ORTH Tax Ab�aternent Reinvestment Zone No. 91 - American Airlines
RIW13951 Trinity Boulevard, Fort Worth,Texas 76155
"Exhibit 9
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•
COpyr%M 2015 My of Fort Worth unatmromeo reproduction u a vloletlon of applkable laws.This product is for Wormiffl"I purposes and rtwy not hen been prepared for or be
suttable for legal,angltteering,or surveylrg purposes,It does not rapnewnt an on-the-around survey and represents only the approximate rdative lowl m r of property boundaries.The
City of fort Worth assumes no responssbtlgy for the aooaracy of sold data
ORDINANCE NO.22741:0&2017
AN ORDINANCE DESIGNATING A CERTAIN AREA IN THE
CITY OF FORT WORTH AS "TAX ABATEMENT
REINVESTMENT ZONE NUMBER 91A,CITY OF FORT WORTH,
TEXAS"; PROVIDING THE EFFECTIVE AND EXPIRATION
DATES FOR THE ZONE AND A MECHANISM FOR RENEWAL
OF THE ZONE; AND CONTAINING OTHER MATTERS
RELATED TO THE ZONE.
WHEREAS, pursuant to the City Council's adoption on June 28, 2016 of
Resolution No. 4647-06-2016 (the "Tau Abatement Policy"), the City of Fort Worth,
Texas (the "City") has elected to be eligible to participate in tax abatement and has
established guidelines and criteria governing tax abatement agreements entered into
between the City and various third parties, as authorized by and in accordance with the
Property Redevelopment and Tax Abatement Act, codified in Chapter 312 of the Texas
Tax Code(the"Code");and
WHEREAS, the City Council desires to promote the development of the area in
the City, as more specifically depicted as "91A' in the map attached hereto as Exhibit
"A"(the"Zone"),through the creation of a reinvestment zone for purposes of granting a
tax abatement,as authorized by and in accordance with Chapter 312 of the Code;and
WHEREAS, the Zone is adjacent to that real property designated under
Ordinance No. 21698-11-2015 as Tax Abatement Reinvestment Zone No. 91, City of
Fort Worth,Texas(the"Initial Zone");and
WHEREAS,the City previously granted American Airlines,Inc. ("Company")a
tax abatement on property and improvements located in the Initial Zone in return for
Company's construction of a new corporate headquarters to be located in the Initial Zone,
Ordinance No.22745-06-2017
Ordinwm Designating Tax Abatement Reinvestment Zone Number 91A, Page 1 of 10
City of Fort Wath.Texas
with a minimum expenditure of at least $200 million in mal property improvements(the
"Project"), as governed by that certain Tax Abatement Agreement on file in the City
Secretary's Office as City Secretary Contract No.47341;and
WHEREAS, Company now wishes to construct the Project with multiple
buildings,which would require a portion of the Project to be constricted not only on land
within the Existing Zone,but also on land within the Zone proposed;and
WHEREAS, on June 6, 2017 the City Council held a public hearing regarding
the creation of the Zone,received information concerning the Improvements proposed for
the Zone and afforded a reasonable opportunity for all interested persons to speak and
present evidence for or against the creation of the Zone ("Public Hearing"), as required
by Section 312.201(d)of the Code;and
WHEREAS, notice of the Public Hearing was published in a newspaper of
general circulation in the City on May 26, 2017, which satisfies the requirement of
Section 312.201(dXl) of the Code that publication of the notice occur not later than the
seventh day before the date of the public hearing;and
WHEREAS, in accordance with Sections 312.201(dx2) and (e), of the Code
notice of the Public Hearing was delivered in writing not later than the seventh day
before the date of the public hearing to the presiding officer of the governing body of
each taxing unit that includes in its boundaries real property that is to be included in the
proposed Zone;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCEL OF
THE CITY OF FORT WORTH,TEXAS:
Ord lame Na 2274546-2017
Ordinance Designating Tax Abatement Reinvesunent Zone Number 91A, Page 2 of 10
City of Fort worth,Texas
Section 1.
FINDINGS.
That after reviewing all information before it regarding the establishment of the
Zone and atter conducting the Public Hearing and affording a reasonable opportunity for
all interested persons to speak and present evidence for or against the creation of the
Zone,the City Council hereby makes the following findings of fact:
1.1. The statements and facts set forth in the recitals of this Ordinance are true and
correct. Therefore, the City has met the notice and procedural requirements
established by the Code for creation of a reinvestment zone under Chapter 312 of
time Code.
1.2. The Improvements proposed for the Zone, as more specifically outlined in the
Public Hearing, are feasible and practical and, once completed will benefit the
land included in the Zone as well as the City for a period in excess of ten (10)
years, which is the statutory maximum term of any tax abatement agreement
entered into under the Chapter 312 of the Code.
1.3. As a result of designation as a reinvestment zone, the area within the Zone is
reasonably likely to contribute to the expansion of primary employment and to
attract major investment in the Zone that will be a benefit to property in the Zone
and will contribute to the economic development of the City.
Ordma m No.22745-06-2017
Ordiamee Da dgmth*Tax Abwwmt Rdnveeunent Zone Number 91A, Page 3 of 10
City of Fort worth,Texas
Section 2.
DESIGNATION OF ZONE.
That the City Council hereby designates the property depicted as "91A7 in the
map attached hereto as Exhibit "A" as a reinvestment zone for purposes of granting a
commercial-industrial tax abatement, as authorized by and in accordance with Chapter
312 of the Code. This Zone shall be known as "Tax Abatement Reimestmcnt Zone
Number 91A,City of Fort Worth,Tem." The specific metes and bounds of the property
comprising the Zone consists of the property described in Exhibit"B".which is all of the
property on which the Project will be constructed, less the property described in Exhibit
"C",which is all of the Property comprising the Existing Zone.The Project is eligible for
commercial/industrial tax abatement pursuant to Section 4.1 of the Tax Abatement
Policy.
Section 3.
TERM OF ZONE.
That the Zone shall take effect upon the effective date of this Ordinance and
expire five(5)years thereafter. The Zone may be mewed by the City Council for one or
more subsequent terms of five(5)years or less.
Section 4.
SEVERABILITY.
That if any portion, section or part of a section of this Ordinance is fitly
declared invalid, inoperative or void for any reason by a court of competent jurisdiction,
OnflDance No.22745.06-2017
Ordinance T01isAlft Tax Abatement Reinvesurant Zone Number 91A. Page 4 of 10
City of Fort Rlortb,Texas
the remaining portions,sections or parts of sections of this Ordinance shall be and remain
in full force and effect and shall not in any way be impaired or affected by such decision,
opinion or judgment.
Section S.
1ABIEDIATE EFFECT.
That this Ordinance shall take effect upon its adoption.
APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky, 67 , Mary J. Ka)W,
Deputy City Aum" City Scer wy
M&C:G-19018
ADOPTED AND EFFECTIVE:June 6.2017
Ordiw=No.M45-W2017
Ordinance Desip9mg Tan Abatement Reinvestment ZoneNarnbw 91A, Pale 5 of to
City of Fort Worth,Texas
EXHIBIT"A"
MAP DEPICTING ZONE
FORT"WORT Tax Abatement Reinvestment Zone No. 91A - American Airlines
13951 Trinity Boulevard, Fort Worth, Texas 76155
"Exhibit A�
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copyright 2017 City of Fort Worth. ltnwuthoriaed reprodtwwo is a viotatian of t>Kphrable lwvw. This product is for itdarnaaiornl purpaaee said may not hwve ben
prepared for or be suitable for legal,engineering,or surveying,ptapooes.It does not mpmeem an on-the-powid survey wrtd represent only the approximate rotative
location of ptopeny boandevies. The City of Fort Worth wwjmes no regxmbility for the accuracy of said dau
EXHIBIT"B"
METES AND BOUNDS OF ENTIRE PROPERTY
ON WHICH THE PROJECT WILL BE CONSTRUCTED
(COVERS)30TH TAX ABATEMENT REINVESTMENT ZONES NO.91 AND
This metes and bounds description includes both the property comprising the Zone(Tax
Abatement Reinvestment Zone No. 91A) as well as the property comprising the Existing Zone
(Tax Abatement Reinvestment Zone No.91). The Zone itself comprises the property set forth in
this metes and bounds description less the property described in Exhibit `SC", which property
consists of the Existing Zone.
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EXHIBIT"C"
METES AND BOUNDS OF EXISTING ZONE
(TAX ABATEMENT REMEOTMENT ZONE NO.91)
BEING a 97.701 acre tract of land situated in the William G. Matthews Survey,
Abstract Number 1052 and the V. J. Hutton Survey, Abstract Number 681,
Tarrant County, Texas, in the City of Fort Worth, being a portion of the
tract of land described in the deed to Dallas-Fort Worth Regional Airport
Board recorded in Volume 6110, Page 520, Deed Records of Tarrant County,
Texas and being all of the tract of land described as the North Tract in the
deed to Dallas-Fort Worth Regional Airport Board recorded in Volume 6653,
Page 856, Deed Records of Tarrant County, Texas, also being a portion of Lot
1, Block 3 and all of Lot 1, Block 2,American Airlines Addition according to
the plat recorded in Volume 388-133, Page 60, Plat Records of Tarrant County,
Texas, and being a portion of the tract of land described as Plot B in the
deed to the City of Fort Worth recorded in Volume 5072, Page 417, Deed
Records of Tarrant County, Texas, said 97.701 acre tract of land being more
particularly described as follows:
BEGINNING at a 5/8 inch iron rod found in the westerly right-of-way line of
State Highway 360 a variable width right-of-way) for the northeasterly corner
of said North Tract and of said Lot 1,Block 2, American Airlines Addition;
THENCE with the westerly right-of-way line of State Highway 360 the
following:
South 00° 55' 57"East (Volume 6653, Page 856 & Volume 388-133, Page 60
- South 00°23' 38"East) a distance of 87.75 feet to a 5/8 inch iron
rod found for corner;
South 34° 12' 56" West (Volume 6653, Page 856 & Volume 388-133, Page
60 = South 34°45' 15" West) a distance of 60.96 feet to a point;
South 00°47' 18"East (Volume 6653, Page 856 &Volume 388-133, Page 60
South 00" 14' 57"East) a distance of 149.86 feet to a 5/8 inch iron
rod found for corner;
South 14145' 52"East (Volume 6653, Page 856 & Volume 388-133, Page 60
- South 140 13' 33"East) a distance of 103.15 feet to a 5/8 inch iron
rod found for corner;
South 00144' 21"East (Volume 6653, Page 856 &Volume 388-133, Page 60 =
South 000 12' 02"East) a distance of 99.93 feet to a 5/8 inch iron rod
found for corner;
South 15° 53' 36" West (Volume 6653, Page 856 &Volume 388-133, Page 60
= South 160 25' 55" West) a distance of 104.32 feet to a 5/8 inch iron
rod found for corner;
South 020 32' 25" West(Volume 6653, Page 856 &Volume 388-133, Page 60
South 03° 04' 44" West) a distance of 601.18 feet to a 3/4 inch iron
rod found for corner;
South 01' 06' 26" West (Volume 6653, Page 856 & Volume 388-133, Page
60 - South 01138' 45" West) a distance of 300.25 feet to a 3.5 inch
aluminum monument found for corner;
South 02° 581 25" West (Volume 6653, Page 856 &Volume 388-133, Page 60
- South 03°301 44" West) a distance of 182.88 feet to a 3.5 inch
aluminum monument found for corner;
South 43126' 04" West (Volume 6653, Page 856 &Volume 388-133, Page 60
- South 43° 58' 23" West) a distance of 73.34 feet to a point in the
northerly right-of-way line of Trinity Boulevard (a variable width
right-of-way);
THENCE departing the westerly right-of-way line of State Highway 360 with the
northerly right-of-way line of Trinity Boulevard the following:
South 86° 16' 17" West (Volume 6653, Page 856 &Volume 388-133, Page 60
- South 86148' 36" West) a distance of 119.82 feet to an aluminum disk
stamped "DFW Int Airport" found for corner;
North 82100' 32" West (Volume 6653, Page 856 &Volume 388-133, Page 60
= North 8 V 28' 13" West) a distance of 372.43 feet to a point;
South 8744' 01" West (volume 6653, Page 856 &Volume 388-133, Page 60 =
South 889 16T 20" West) a distance of 102.31 feet to a 5/8 inch iron
rod found for corner;
North 840 05' 43" West(Volume 6654, Page 856 &Volume 388-133, Page 60
- North 83° 35' 57" West) a distance of 243.89 feet to an aluminum
disk stamped "DFW Int Airport" found for the beginning of a non-
tangent curve to the right having a radius of 1,372.00 feet;
Northwesterly along said curve through a central angle of 4021' 00" an
are distance of 104.17 feet with a chord bearing of North 700 35' 54"
West and a chord distance of 104.14 feet to the end of said curve;
North 68°29' 39" West a distance of 146.40 feet to an aluminum disk
stamped "DFW Int Airport" found for the point of curvature of a curve
to the left having a radius of 1,428.00 feet;
Southwesterly along said curve through a central angle of 54027' 23"
an arc distance of 1,357.23 feet with a chord bearing of South 840 16'
40" West and a chord distance of 1,306.72 feet to a 5/8 inch iron rod
with a cap stamped "KHA" found at the end of said curve;
South 57°32' 19" West a distance of 61.02 feet to a 5/8 inch iron rod
with a cap stamped "IM" found for corner;
South 88°44' 41" West a distance of 153.69 feet to a 5/8 inch iron rod
with an orange cap found in the easterly right-of-way line of American
Boulevard (a variable width right-of-way) for the beginning of a non-
tangent curve to the right having a radius of 700.00 feet;
THENCE departing the northerly right-of-way line of Trinity Boulevard with
the easterly right-of-way line of American Boulevard the following:
Northwesterly along said curve through a central angle of 22°24' 10"
an arc distance of 273.70 feet with a chord bearing of North 11°26'
O1" West and a chord distance of 271.96 feet to an aluminum disk
stamped "DFW Int Airport" found at the end of said curve;
North 000 13' 26" West a distance of 559.39 feet to an aluminum disk
stamped "DFW Int Airport" found for the beginning of a non-tangent
curve to the right having a radius of 1,270.00 feet;
Northeasterly along said curve through a central angle of 24° 59' 55"
an are distance of 554.11 feet with a chord bearing of North 120 16'
12"East and a chord distance of 549.73 feet to an aluminum disk
stamped "DFW int Airport" found at the end of said curve;
North 230 59' 25" East a distance of 367.44 feet to a point;
THENCE departing the easterly right-of-way line of American Boulevard North
89° 06' 09" East at a distance of 1,388.49 feet passing the northwesterly
corner of said Lot 1, Block 2, American Airlines Addition, continuing with
the northerly line of said Lot 1, Block 2 in all a total distance of 1,788.49
feet to a point;
THENCE departing the northerly line of said Lot 1, Block 2 North 000 53'
51"West a distance of 100.00 feet to a point;
THENCE North 89° 06 09"East a distance of 300.00 feet to a point;
THENCE South 000 53' 31"East a distance of 100.00 feet to a point in the
northerly line of said Lot 1, Block 2;
THENCE with the northerly line of said Lot 1, Block 2 North 890 06' 09" East
a distance of 398.82 feet to the POINT OF BEGINNING;
CONTAINING a computed area of 97.701 acres (4,255,856 square feet) of land.
EXHIBIT"C"
ENTERPRISE ZONE LETTER
19124331v 2
04,
OFFICE OF THS Govaimox
13Co1domic DRVBLOPMJINT & TOUltism
GIXG ABBOTT
0OV81NOR.
July 23,2015
Mr.B.Gien Whiney
Cly Judge
Tkma County
100 Bast Weathedotd Sheet
Fort Worth,TX 761%
SUBJECT: Chapter 312 Tax Abstetnaot Act and Talus 8t awdee Paan
Dar ldr.Whitley,
Accocdigg to Tmu Govamment Code Title 10,Subtitle 0,Chapter 2303,an area automatically gxhEa ftidesignstion
er an outatpdw mom if the arca is:
1) a block group,as defined by the moat recent fedaal decennial census available at the time of doWpm ic4 in
wWch at kart 20 pavent of the rents of the block group have an income at or below 100 pwow of the fedad
poverty level;
2) an ales deei wAod by the federal government as a rawwal community,a fedeal empowa meat siosie,or a federal
entespra may,ung any devolquble area by the fed@W gpmy m pcn0le for m ddag that
moo:
3) an ales located in a distressed county;or
4) an area inside the bounduies of a dahnn base dmakgm&audKglty establisbed under Chaplet 379B.Load
Go"nXINItcode.
Based on the most recent fiederal deoem Ad census aysi"at the time of de4gotdam,Ceorua Tud 1065.17 Block GroW
1 Zoete Finder
on the Tun Site Selection websites the foSowing add==an located m Cenme Toot 1065.17,Block Onmp 1:
4700 American Boulevard,Fort Wortb,TX 76155
42W American Boulevw4 Fort Worth,TX 76155
• 13951 Trinity Bouk wA Fart Warth,TX 76155
N you have any further quesdaas.please call ase at(5 12)936.6443.
zptafy.7bod
Flop=
VIDE OPEN
EXHIBIT"D"
TARRANT COUNTY TAX ABATEMENT APPLICATION
19124331v.2
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s*A
ipl•Chiw frons
".
5%3
Life and AD&D
Company-Provided Life and AD&D Insurance
• 2 Umes annual base pay up to$70 600
Voluntary Life(employee paid)
Voluntary Empbyee We—1 to B tines pay(Statement of Heatth may be required)
• Spouse Life—1 to 3 times pay(Statement of Health required for all options)
• Ch1d Life—$15,000
Voluntary AD&D(empkoyee paid)
• Employee-up to$500,006
• Spouse—upto$350,000
• Child-$10AM
Disability
Short term DisablAfy—company-provided benefit of 66.67%of saiary up to a weekly benefit maximum of$4,695;typically starts on the Ss'day
of disability
Long-term Dlsabiilty—companyprovided benefit of 66,67%of salary up to a monthly benefit maximum of$21,666;typically starts after 6
months of dLsability(orxce Start-term Disability ceases)
Spending Accounts
Health Care—employees can make pre-tax contributions of up to$2,550
Dependent Care—employees can make pre-tax contributions of up to$5,000
s
wellness
Earn up to$250 per year In weilness rewards„plus up to$250 for a covered spouse,if applkaWe
Employes Assifance Program
Provides cordiderrdal,24/7 resources to help you and your family with change,challenges,coping or crisis_
401(k}Plan
Employees can start participating in Americans 402(k)plan Immediately and are eligible for company matching of contributions of up to 55%
after one year of sella
TIM tiff
Holklays,Personal Days,Vacation and Sick Days
Voluntary eeneflts
Critical Illness,Accident Insurance,Auto/Home Insurance,Pet Insurance,Identity Theft Protection,Legal Pian
This sanwnory Iso qukk owrWow of Arr>e ftWs bendks NOW—AW MOW#—ent&SUA WtftW The A—ftx ry calcar d=*do%pbn downrnts
and Vendor contruds contak dew*of each pfgW=and own dde the ki(a conmined In thk summary In the event of a dkomponcl.
6
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6kN*orAfrlcanAmerkan 519 10.IX 157 3jx 362 7.0
H' k ar[otlno 563_ I0.9A6 249 _ 4.896 314 6195
Aslan 692 13.496 409 7.9916 283 SS96
Amerkun#dfan or Alaska Notlw 35 __ 0.7x 18 0.3% 17 0.3x
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Letter Addras4 Economic Quelificationa
vim MX=,►RaftaF:adoW American Airlines
i,.
Ms.Us*McMillan
Economic Development Coordinator
Tarrant County Administrative Office
100 E.Weatherford,Suite 404
Fort Worth,Texas 76196-0646
Re: Tax Abatement Application—American Airlines Headquarter Facility
Dear Ms.McMillan;
American Airlines, Inc. ('AA") is pleased to submit the enclosed application for tax
abatement concerning a proposed new headquarters facility and ancillary improvements that
we desire to construct in Fort Worth Texas, near our existing corporate headquarters In Fort
Worth. The fatility will result In a new investment of$350,000,000.00 or more in real and
personal property improvements and is necessary to modernize our operations following our
merger with US Airways. We anticipate that at least$200,000,000.00 of that investment will be
for real property improvements. The proposed modernization cannot be handled effldently at
our current location which has very little space for expansion.
The new headquarters project will replace the vacant and obsolete Sabre Group facility
at Trinity Boulevard and Highway 360. The site is in the same quadrant as our existing training
facility and operations center on that portion of the DFW Airport property that Is located
between Trinity Boulevard and Airport Freeway on the west side of Highway 360. Adjacency to
these facilities will provide an efficiency that Is not possible at the current headquarters
location. The site is In the same local area of Tarrant County as our current buildings,with no
change in local taxing entities.
The project will allow us to sustain our current employment level of approximately
4,279 full time and fulitime equivalent positions in this area of Tarrant County. All of these
employees(and dependents If the employees so choose)wig have access through AA to health
Insurance benefits at reasonable rates comparable to other large employers in the area. A
range of additional employee benefits is also available. Currently, Tarrant County residents
comprise 25%or more of the exlsting AA employment at the current headquarters facility, and
AA anticipates maintaining that level of employment of Tarrant County residents.
P.O.Box e10e1e
0D 6317
DfwAYpK 7X 75281-081e WO
Ms.UN MOA*n
Pap 2
Because AA will be replacing an existing facility, AA anticipates no adverse
environmental impacts from the construction of the new facility. Stam water drainage and
water quality will be Improved as the new facility will need to meet standards that were not in
place when the existing structures on the property were constructed. Any wetlands or
floodplain impacts will be fully mitigated, and HVAC systems will be technologically advanced
and high efficiency. To encourage trip reductions and in support the region's Ozone Action
Program,alt headquarters employees are encouraged to participate In the AA Transit Program
that provides transit passes on a pre-tax basis.A copy of the company's Environmental Palley is
provided with this application.
AA Is committed to the use of Tarrant County businesses and Disadvantaged Business
Enterprises in construction and annual supply and service contracts. We recognize that Tarrant
County's policy typically requires set percentages of overall spending on these Items. However,
AA requests that commitments related to these parameters be adjusted In the set at specified
dollar amounts. This will provide ease of administration and greater surety that commitments
have been met since expenditures will be made through multiple avenues. In addition,we can
tailor commitments to those our construction advisors have advised are attainable in
consideration of the project needs and the local market. Accordingly we are asking that the
Commissioners Court approve an adjustment to the typical policy by setting the requirement
for construction spending at$50,000,000.00 for Tarrant County contractors/subcontractors and
at$25,000,000.00 for Disadvantaged Business Enterprises. We request that annual supply and
service spending requirements be set at $730,000.00 annually for Tarrant County businesses
and$350,000,00 annually for Disadvantaged Business Enterprises,
Thank you for your consideration of this application. AA is excited about the
opportunity to retain Its headquarters and headquarters employment base In this part of
Tarrant County with a fully modernized facility. Should you have any questions,please do not
hesitate to contact me.
Very truly you
eti K.Sklpworth
Dcsc ripdon of Improveo�ants
The Project
The project will consist of the conshwtion of a new corporafc headquarters campus on the at the
project location. At a minkam the project will consist of not less than 900,000 square feet of
floor area in office and complimentary and associated uses. In addition. the project is expected
to Contain mncillary improverneats and facilities for the use of employees and business guests.
Such facilities may include such improvements as dining fiaMt* eonfierancing facilities,
recreational amenities or similar types of improvemaats supporting the corporate headquaftn
office facilities.
Project Location
EX Mff"A"
BEING a 97.701 acre tract of land situated In the William G.Matthews Survey.Abstract
Number 1052 and the V.j.Hutton Survey,Abstract Number 681,Tarrant County,Texas,In
the City of Fort Worth,being a portion of the tract of land described in the deed to Dallas-
Fort Worth Regional Airport Board recorded In Volume 6710,Page 520,Deed Records of
Tarrant County,Texas and being all of the tract of land described as the North Tract tn the
deed to Dallas-Fort Worth Regional Airport Board recorded in Volume 6653,Page 856,
Deed Records of Tarrant County,Texas,alto being a portion of Lot 1,Block 3 and all of Lot
1,Block 2,American Airlines Addition according to the plat recorded to Volume 388-133,
Page 60,Plat Records of Tarrant County,Two,and being a portion of the tract of land
described as Plot 8 In the deed to the City of Fort Worth recorded in Volume 5072,Page
417,Deed Records of Tarrant County,Texa%said 97.701 sere tract of land being more
particularly described as follows.
BEGINNING at a 5/8 inch iron rod found In the westerly right-of-way line of State Highway
360(a variable width right-of-way)for the nordmoteriy corner of Bald North Tract and of
said Lot 1,Block 2,American Airlines Addldon;
THENCE with the we dyright-of-wayline of State Highway 360 the following;
South 004 55'57'East(Volume 6653,Page 856&Volume 388-133,page 60■South
002231 38"East)a distance of 87.75 feet to a 5/8 inch iron rod found for corner,
South 349 12'56'West(Volume 6653,Page 856&Volume 388-133,Page 60=
South 342 45'1S"West)a distante of 60.96 feet to a point;
South 002 47 18'But(Volume 6653,Page 856&Volume 388-133,Page 60=South
00414'57'Bast)a distance of 149.86 feet to a 5/6 inch iron rod found for corner,
South 142 45'S2"East(Volume 6653,Page 856&Volume 388.133,Page 60=South
142 13'33'East)a distance of 103.15 feet to a 5/8 inch iron rod found for corner,
South 002 44'21"East(Volume 6653,Page 856&,Volume 388-133,Page 60;South
00212'or Hast)a distance of 99.93 feet to a 5/8 inch iron rod found for corner,
South 152 ST 36'West{Volume 6653,Page 856&Volume 388-133,Page 60•
South 162 25'55"West)a distance of 104.32 feet to a 5/8 inch iron rod found for
corner,
South 022 32'25'West(Volume 6653,Page 856&Volume 388.133,Page 60=
South 039 04'44"West)a distance of 601.18 feet to a%Inch iron rod!Mind for
corner;
South 019 06'26-West(Volume 6653,Page 856&Volume 388-133,Page 60=
South 012 38'45"West)a distance of 300.25 fleet to a 3.5 Inch aluminum monument
found for corner;
South 022 58'251 West(Volume 6653,Page 856&Volume 388-133,Page 60=
South 032 30'44"West)a distance of 182.88 feet to a 3.5 tnch aluminum monument
found for corner;
South 434 26'04"West(Volume 6653,Page 856&Volume 388.133,Pap 60=
South OR 58'23"West)a distance of73.34 feet to a pointin the northerly right-of-
way line of Trinity Boulevard(a variable width rigbt-of-way);
THENCE departing the westerly right-of way line of State Highway 360 with the northerly
right-of-way line of Trinity Boulevard the following:
South 86416'17"West(Volume 6653,Page 856&Volume 388.133,Page 60=
South 862 48'36"West)a distance of 119.82 fleet to an aluminum disk stamped
"DPW int Airport'hound for cornet;
North 822 00'32"West(Volume 6653,Page 856&Volume 388.133,Page 60=
North 819 28'13"Went)a distance of 372.43 feet to a pol t;
South 872 44'01"West(Volume 6653,Page 856&Volume 388-133,Page 60=
South 88916'20"West)a distance of 102.31 feet to a 5/8 inch iron rod found fvr
corner;
North 842 05'43"West(Volume 6654,Page 656&Volume 38&133,Page 60
North 832 35'57*West)a distance of 2+43.89 feet to an aluminum disk stamped
"DPW Int Airport"found for the beginning of a non-tangent curve to the right having
a radius of 1,372.00 feet;
Northwesterly along said curve through a central angle of 4421'01V an arc distance
of 104.17 feet with a chord bearing of North 702 MW Went and a chord dfstance
of 104.14 fleet to the end of sold curve;
North 689 29'39"Weat a distance of 146.40 feet to an aluminum disk stamped
"DFW Int Afrporr found for the point of curvature:of a curve to the left havfr;g a
radius of 1,42&00 feet;
Southwesterly along said curve through a central angle of 542 27'23,*an arc
distance of 1,357.23 feet with a chord bearing of South 84216'40"West and a chord
distance of 1,306.72 feet to a 5/8 Inch iron rod with a cap stamped"KHA•found at
the end of maid curve:
South$70 32119'West a distance of 6L02 Best to a 5/8 Inch iron rod with a cap
stamped'KHA"found for corner;
South 880 44'41'West a distance of 353.69 feet to a 5/8 inch iron rod with an
orange cap bund in the easterly rlghvol�way line of American Boulevard(a variable
width right-of-way)for the beginning of a non-tangent curve to the right having a
radius of 700.00 feet;
THENCE departing the northerly right-of-way line of Trinity Boulevard with the easterly
right-of-way line of American Boulevard the foAowing:
Northwesterly along said curve through a central angle of 220 24'10"an arc
distance of 273.70 feet with a chord baring of North 114 26'01"Went and a chord
distance of 272.96 feet to an aluminum disk stamped'DFW Int Airport'found at the
end of said curvier
North 00013'26'West a distance of 559.39 feet to an aluminum disk stamped
•DFW Int Airport'found for the beginning of a non-tangent curve to the right having
a radius of 1,270.00 feet;
Northeasterly along said curve through a central angle of 249 69'55"an arc distance
of 554.11 feet with a chord bearing of North 12216'12"East and a chord distance of
549.73 fleet to an aluminum disk stamped'DFW Int Airporr found at the end ofsald
curve;
North 230 59'25*East a distance of 367.44 feet to a point;
THENCE departing the easterly right-of-way fine ofAmerican Boulevard North 890 06'09"
East at a distance of 1,386.49 feet pasaingthe nordwAnterly corner of said Lot 1,Block 2,
American Airlines Addition,continuing with the northerly line of said Lot it Block 2 In all a
total distance of 1,788.49 feet to a point
THENCE departing the northerly line of said Lot 1,Block 2 North 002 53'52'West a
distance of 100.00 feet to a point;
THENCE North 890 06'09*East a distance of 304.00 feet to a point;
THENCE South 000 53'31"East a distance of 100.00 feet to a point In the northerly line of
said Lot 1,Block 2,-
THENCE
;THENCE with the northerly line of said Lot%Block 2 North 690 06'09'Best a distance of
398.82 feet to the POINT OF BEGINNING;
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Project Time SchedWe
Project Schedule
Conummo meet of Construction, hfid to late 2016
Completion of Main Corporate Headquarters Offloea: On or before December 31,2019
Construction of Ancillary lmprovemenfa and Amenities may extend beyond 2019
Diversity Policy
American's Supplier Diversity Program was established in 1989. We utilize the
guidelines for the Small Business Program according to the 48 C.F.R. 52.219-8
lJb'lization of Small Business Concerns(Oct 2014) and best practice guidelines per the
national Supplier Diversity organizations (NMSDC,WBENC, NGLCC). American
Airlines has a Supplier Diversity portad that captures diverse supplier Information. The
portal allows American to search supplier information to find suppliers. American also
uses other databases from the national organizations for supplier diversity.
American's Supplier Diversity program is dedicated to helping minority.women, LGBT
and small businesses (all categories)grow. We sponsor and participate In many
diverse and small business networking opportunities throughout the year. American
participated in over 32 networking events in 2015. This eftrt clearly demonstrates the
commitment American has m seek out diverse and small businesses by looldng for
opportunities In the year through national and regional efforts. These events provide
opportunities to most and identify potential suppliers that fall within one of the dKWse or
small business categories. Our Supplier Diversity Manager conducts nurnemus small
workshops on 'How to do business with American Airlines'and participates in
mentoring programs.
American is a corporate member of the fiollowing organizations: National Minority
Supplier Development Council (NMSDC),Women's Business Enterprise National
Council (IdVBENC), Women's Business Council Southwest(WBCS), Dallas/Fort Worth
Minority Supplier Development Council (DFWMSDC), United State Hispanic Chamber
of Commerce(USHCC), National Gay Lesbian Chamber of Commerce (NGLCC),
Women President Organization (WPO), Southern Florida Minority Supplier
Development Council(SFMSDC), National Veteran Owners Business
Association (NaVOBA), Dallas/Fort Worth Small Business Liaison Council
(DFWSBLOC). American holds board positions in the following organizations:WBCS,
DFWMSDC, USHCC, SFMSDC, NaVOSA, WPO.
Trip Reduction Trmndt Program
Benefm Get a tax break on
e your commute
am
w�ieora sora ,� �'
Mme Owrift
WA oil ,-
Lw .es
krWw onrwns
wenn ao.neno�uowr
EMM a tax break.Help the anvironmant_Got mors
Oogor an O*rAw sleep.
Der" Trarwit Program to available to all domeattc
omployeas.Pumbesmg monody conmuter passes
vim" orow for meet to and from work k mos your taxable
income,saves the armrorurrent and buys a lade nip(or
Lft&MXN= trialing)time.
A"%W Vwwnm AN U S employees(wodang in a U.5 station}are
eligible to sign up for the Transit Program admmstered
CUM3 r by Aon Mewilt YSA Go to the Arrwrican Atrtrres Benefits
Servioe Canter and crick on Dwe r wk Program'tie
To"011 Pr www from the main page.once there.click on"Sign UP Noor
to oder Transit swvices Wffh YSA.you will be aW to
vwrr.ry snub manage or change orders on an ongoing basis-at
online.
EW
PJAM SOWN Things to know for:
• Due to the IRS DreWt ftd of SM.Anwrroan will
only process prelm trensd orders up to that amotml.
Amytal over the$130 JwMt we pW to and wdl
regtare you to pay on the YSA site with a trent or
debit card.You will be salted to keep tMs card on Tile
for recurring orders fiat are above the pretax Wt.
• After placing your ban sil order.your payroll
deductions wM begin two months before Yvan transit
services be&.
What you need to do
ffi Establish your new corrtrruiter account.on YSA
• Place your transit commukit order
If you are having problems logging into YSA,you may
also speak will a Benefits Cotner mpreswiletive by
retlkV Your Spending AWAWI-1oa-tree at i-bea-850
51M.You will need to enter ttre lest four digits of your
social secu ft number and date of birth to gel to the
main menu From the mdn menial choose•Conimular
Accaxda' Repmunwialwas are evadable Monday
through Friday 7 a m - 7 P ria (CT) except holidays
U•S Al RWAYS' Environrtt+�ntatMasageraantManc>art
$W994 01-05. BMROWMWM POLICY
The Hwlrornmental Pbecy k endonredbyUSAkways ladersfitp and wrd:arrd krdudas a oomm}Gmerrtto mraet
or sm and relevant government oft and local repuldtons.Me policy is reviewed s m,ally by nwrogamm
and cormmurk ated to al employm
I. Patlry
M USAtrwmA wevrMl strive to bMmm ouranviromrmemtal performance and com*wlth FedwAMa and
local regulations.%*wPI soak to mm age owopuftm kxegybr.
Ideniffying slgrAwt aspects and WvwM of our&cWW on rite aMmm term,bciudkp moue
polhdlum embsloms from akaraft wA4Dr ground vehIc1%and mW4@nance of dmmft wd ground
• Developlrg programs and adMft to pokla and procedures to address these bornm
wt wMl bnplen ertenwiromme mwwgentemtmndrevlewayslarmtoc
t wjm pate I or*wwn*nW bepacb are takers Into a=unt In our bushm deddom and
commembI scovltles.
• Monitor,wo end review oar pw*mm nm cdvkig for continual lmnprvra.m L
Set dearly defined oNeel m and goak<address knproNemtenb b wm meenW perfwmnm and
report e9*0 tham.
Strive to rarer or mad regulatory regimnnerts.
Use natural rommaselldsokVmkin watt wW havtnfui uhma to the wMmnrnartt.
• irtcarppnaee,nrduos;reuse of oxyd a krto aN of our prooaasei+sfare avaMsbla
• Support;tdtAse er+dtrain strdito npkdrin andJlarintprovaisrrkorsrnerralperlbrrnance,end
Rabe awaronew ofem*wm=Wkr*mbs and Issues
The aspects and objecilms of mal perkr mm and nmogenot Cam be found In the amity Policy
Nrecedaro Mamal and the bwkonrrw"AlmilOOM MWMW,
The C,reenTsora,chaired byourEnrrcAmVIcePreskfantandChefOpwatktgOfiber,OmOratessustrbwb ty
aYWU avow US Ahwsys ThisgroupprosnotestM lm#wrnnbdm ofgood wwkonmw bl practices WN*the
trompeny and Its supply chah
brAmmenW prvyrarm awrdttors erwbaruneMal eonWOonce and AM unim mem pnwt when addtl W
action Is mended to eomplywlth TocA state and federal npuWans and US Akweys Ermrlrorwtemal Poky mW
or nnh►tdn Its stsndavd of envbonmatal m w agem t.
1.2 OMM4
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TARRANT COVr Y � At; ear IsoeQ�tlerrer�taou oxn
TAX A Mm-COLLECTOR, wabwwwlwunwj .gxn
DATE- O&WI 1018 2015 TAX STATEMENT 1091= L*0**lGraf•
e•Yw CwApmbm an bo*,d
ACCOUNT: 00008978122
Con •1dMriM Oelia
LM - AM OUCON AM M AIpfTIpM
BI.K s LAT 1 "TATEMENT
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OIM*ER: 7fE&vm Q=r MIC
PARMADCFAM OOMMAMORO Ml4Y0
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LAW VALUE IMPROVEYtW VAL APPRAIBM VAL
3,114,110 205,M 6A88,974
I TAXNG ENTITIES APP"afl)VALUE MAIPTM TAS VALUE TAX#TATE BABE TAX TAM DUE
AUOUW P®t 0900 CURRLIPITLY'
FT WORTH CITY 5,9!!9,974 d 5,li89,p74 6.855000 b1 M1�fi5
TARRANT COUNTY 509,974 0 609,974 02540M 15706.73 7880.35
REG WATER DIST 6.909,074 0 609,974 OZ20000 1193A 598.98
T C HOSMAL 6,9x9.974 D 5,9x9,974 0237897 13806.39 6802x8
T C COLLE06 5,90.974 0 6,90AT4 0.149600 8x35.11 402.0
,soSea 4 0 4 IMM SOWMI 40297,121
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29TALT S 66ml.57
TOTAL.ANOUNT DIME lBr681.ss7
WLUM PAVUENT$RECNM
Pay by Credit Card or&Chock
c. ena+�+r��1�a+•nw
-YOUR CHECK WILL BE CONVERTED INTO AN ELECTRONIC FUND TRANSFER"
THE SA9 E QRMW ING UTUltxWrM PAYMEWT
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00005978122 0008555157 0008556157 0008556157 0308201800000
EXHIBIT"E"
TARRANT COUNTY TAX ABATEMENT POLICY AND GUIDELINES
19124331v.2
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TARRANT COUNTY
TAX ABATEMENT POLICY
GUIDELINES AND CRITERIA
I. GENERAL PURPOSE AND OBJECTIVES
As authorized ander Chapter 312 of the Texas Tax Code,Tarrant County has established this
policy so as to work in concert with other taxing authorities as part of an overall publicly
supported Incentive program designed to create job opportunities that bring new economic
advantages or strengthen the current economic base of our community.
It is the intent of the Commissioners Court to consider approval or denial of any request for
tax abatement for projects in unincorporated Tarrant County or participation in any tax
abatement agreement agreed to and adopted by an Incorporated city, which meets the
minimum eligibility criteria as set forth in this policy, following the riling of a formal
application for tax abatement from the County. As prescribed by Section 312.206 of the Tax
Code, the Commissioners Court may approve participation with a municipality in a tax
abatement agreement no later than the 90th day after the date the municipal agreement is
executed. Further it is the intent of Tarrant County that the County will not approve nor join
an abatement agreement that provides one TarrantCounty city a competitive advantage over
another Tarrant County city seeking the same project or encourages an applicant to move
from one Tarrant County city to another, unless such agreement is agreeable to both such
Incorporated cities and both parties have Indicated their approval in writing to Tarrant
County.
In the case where the property is located within a municipality's eztratenitoriai jurisdiction;
the municipality shall be the initiating taxing entity unless expressly deferred to the County.
For those areas within Tarrant County that are not located within the boundaries of an
incorporated municipality and a municipality has deferred to the County or is unincorporated
areas not located In a municipality's extraterritorial jurisdiction,the guidelines and criteria
contained in this policy will be applied by the Commissioners Court when considering the
establishment of a reinvestment zone and the adoption of an abatement agreement.
IL DEFINITIONS
(a) "Abatement"means the full or partial exemption from ad valorem taxes of certain real
and/or personal property In a reinvestment zone designated for economic development
purposes.
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(b) "Eligible Jurisdiction" means Tarrant County and any municipality,school district,
college district or other entity, which is located in Tarrant County, that levies ad
valorem taxes upon and provides services to property located within the proposed or
existing reinvestment zone.
(c) "Agreement"means a contractual agreement between a property owner and/or lessee
and an eligible jurisdiction for the purposes of tax abatement.
(d) "Base Year Value" means the assessed value of the applicant's real and personal
property located in a designated reinvestment zone on January 1 of the year of the
execution of the agreement, plus the agreed upon value of real and personal property
improvements made after January 1,but before the execution of the agreement.
(e) "Economic Life"means the number of years a property improvement Is expected to be
in service in a facility.
(f) "Deferred Maintenance" means improvements necessary for continued operations
which do not improve productivity or alter the process technology.
(g) "Disadvantaged Business Enterprise(DBE)"means:
(1) a corporation formed for the purpose of making a profit and at least 51 percent
of all classes of the shares of stock or other equitable securities of which are
owned by one or more persons who are socially or economically disadvantaged
because of their identification as members of certain groups that have been
subject to racial or ethnic prejudice or cultural bias without regard to their
qualities as individuals or capabilities as a business, and whose ability to
compete in the free enterprise system is impaired due to diminished
opportunities to obtain capital and credit as compared to others in the same line
of business who are not socially disadvantaged. "DBE" includes the State of
Texas definition of historically underutilized businesses (HUBS)as defined in
Texas Government Code 407.101 and as it may be updated.
(2) a sole proprietorship formed for the purpose of making a profit that is owned,
operated, and controlled exclusively by one or more persons described in
paragraph(1);
(3) a partnership that is formed for the purpose of making a profit in which 51
percent of the assets and interest in the partnership is owned by orte or more
persons described by paragraph(1),and in which minority or women partners
have proportionate interest in the control,operation,and management of the
partnership affairs.
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(h) "Expansion" means the addition of buildings, structures, fixed machinery and
equipment, and fixed personal property for the purposes of increasing production
capacity.
(1) "Facility" means property improvements completed or In the process of construction
which together comprise an integral whole.
(j) "Fixed Machinery and Equipment and/or Personal Property" means tangible
machinery,equipment,or personal property that is securely placed or fastened and
stationary within a building or structure,or which is movable but remains at and is
used solely at the project site.
(k) "Manufacturing Facility"means buildings and structures,including fixed machinery
and equipment,and fixed personal property,the primary purpose of which is or will be
the manufacture of tangible goods or materials or the processing of such goods or
materials by physical or chemical change.
(1) "Modernization" means the replacement and upgrading of existing facilities which
Increases the productive input or output,updates the technology or substantially lowers
the unit cost of the operation, and extends the economic life of the facility.
Modernization may result from the construction,alteration or installation of buildings,
structures,fixed machinery and equipment,and fixed personal property. It shall not
be for the purpose of reconditioning,refurbishing,repairing,or completion of deferred
maintenance.
(m) "New Facility" means a property previously undeveloped which is placed into service
by means other than or in conjunction with expansion or modernization.
(n) "Other Basic Industry"meant buildings and structures including fixed machinery and
equipment,and fixed personal property not elsewhere described,used or to be used for
the production of products or services which primarily serve a market outside Tarrant
County for the Fort Worth Consolidated Metropolitan Statistical Area] and result in
the creation of new permanent jobs and bring new wealth in to Tarrant County.
(o) "Regional Distribution Center Facility"means building and structures,including fixed
machinery and equipment,and fixed personal property,used or to be used primarily to
receive,store,service or distribute goods or materials owned by the facility operator.
(p) "Non-Manufacturing Facilities"means buildings and structures,used to service and/or
house individuals on a permanent or temporary basis.
(q) "Regional Service Facility"means building and stractures,including fixed machinery
and equipment,and fixed personal property,used or to be used to service goods.
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(r) "Reinvestment Zone"Is an area designated as such for the purpose oftax abatement as
aidhorized by Chapter 312 of the Texas Tax Code.
(s) "Regional Entertainment Facility" means buildings and structures, including
machinery and equipment, used or to be used to provide entertainment through the
admission of the general public where the majority of the users reside itt least 100 miles
from its location in the County.
(t) "Regional Retail Facility"means buildings and structures including fixed machinery
and equipment used or to be used to provide retail services from which a large portion
of the revenues generated by the activity at the facility are derived from users outside
the County.
(n) "Research Facility" means building and structures, including fixed machinery and
equipment,and fixed personal property,used or to be used primarily for research or
experimentation to improve or develop new tangible goods or materials or to improve
or develop the production processes thereto.
111. ABATEMENT AUTHORIMD
(a) Author Fay A facility may be eligible for abatement if it is a ManufacturingFacility, a Research Facility, a Regional Distribution Center Facility, A Regional
Service Facility, a Regional Entertainment Facility, Regional Retail Facility, a Non-
Manufacturing Facility, or Other Basic Industry as defined. The economic life of a
facility and any improvements must exceed the life of the abatement agreement.
(b) Creation of New'Value. Abatement may be only granted for the additional value of
eligible property improvements made subsequent to and listed In an abatement
agreement between the County and the property owner and lessee, subject to such
limitations as Commissioners Court may require.
(c) New and Existing FaciUdes. Abatement may be granted for new facilities and
improvements to existing facilities for purposes of modernization or expansion.
(d) Eliale Property. Abatement may be extended to the value above the Base Year Value
of buildings,structures,fined machinery and equipment,fired personal property,and
site improvements plus that office space and related fixed improvements necessary to
the operation and administration of the facility.
(e) Uaeliaible Prouerty. The following types of property shall be fully taxable and ineligible
for,abatement: land; inventories; supplies; tools; furnishings, and other forms of
movable personal property;vehicles;vessels; private aircraft;deferred maintenance
investments;property to be rented or leased except as provided in Section 3(f); also,
any property included in the calculation of base year value as defined.
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(f) Owned/Leased Facilities. If a leased facility is granted abatement the agreement shall
be executed with the lessor and the lessee.
(g) Value and Term of Abatement Abatement shall be granted effective with the execution
of the agreement. The value of the abatement will be determined based on the merits of
the project,including, but not limited to, total capital investment value and added
employment. Up to one hundred percent of the value of new eligible properties may be
abated for a total term of abatement not to exceed ten years. However,a project must
provide an extraordinary economic benefit to the County to be considered for a one
hundred percent abatement
(h) Economic Qualificadon. In order to be eligible for designation as a County
reinvestment zone and/or receive County tax abatement,the planned improvement:
(1) for new businesses,must be reasonably expected to produce a minimum added
value of Five Million Dollars ($5,000,000) in real and personal property to
Tarrant County and create and sustain a minimum of 25 new full-time jobs.
(2) for expansions or modernizations of existing businesses, must be reasonably
expected to produce a minimum added value of Three Million Dollars
($3,900,000)in real and personal property improvements to Tarrant County,
and sustain existing employment levels.
(3) must not be expected to solely or primarily have the effect of transferring
employment from one part of Tarrant County to another without a majority
vote of approval from the Commissioners Court.
(4) must be necessary for expansion and/or modernization because the capacity
cannot be provided efficiently utilizing existing improved property when
reasonable allowance is made for necessary improvements.
(5) the above investment and employment minimums may be waived at the
discretion of the Commissioners Court for projects located in Federal or State
designated Enterprise Zones.
(1) Additional Criteria For Abatement. To be eligible for abatement,the project must be
expected to meet the specific goals and requirements as noted below. If a company is
unable to meet the minimum requirements of this section,a variance must be requested
with a detailed explanation as to the circumstances that preclude the company from
meeting the minimum requirements.
(1) Use of DHE and Tarrant County Businesses. The project must provide for the
utilization of Disadvantaged Business Enterprises for a minimum of 15%of the
total costs for construction contracts and annual supply and service contracts.
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Additionally, the project must provide for the utilization of Tarrant County
businesses for a minimum of 258/6 of the total casts for construction contracts
and annual supply and services contracts.
(2) Tarrant Con 'mnlovment. The company must hire Tarrant County
residents for a minimum of 25% of the new full time jobs to be created by the
project. Residents, for the purpose of this policy, are those employees who
reside in Tarrant County,whether through relocation or existing residency.
(3) Environmental Impacts. Environmental impact information must be provided,
noting any anticipated impacts of the project on the environment,including,but
not limited to,water quality,storm water and runoff floodplain and wetlands,
solid waste disposal, noise levels,and air quality. Additionally,the company
must provide a written company policy on air quality mitigation,the company's
plan for participation in the region's Ozone Action Program, and a report of
employer assistance In encouraging alternative commute programs and
employee trip reductions. For companies new to the region,the above policies
and plan must be completed and presented within the first year of the
abatement.
(4) Employee Benefits. The company must offer a health benefit plan to its full-
time employees at a rate that Is reasonable to the majority of its employees and
which allows access to the plan by the employees'dependents. For additional
consideration, the company may provide information on other employee
benefits provided, such as redrement/pension programs and subsidies for
education,job-training,transportation assistance and child/elderly care.
(j) Taxability. From the execution of the abatement to the end of the agreement period
taxes shall be payable as follows:
(1) The value of ineligible property as provided in Section 111 (e) shall be fully
taxable;
(2) The base year value of existing eligible property shall be fully taxable,as well as
the value of any existing personal property currently on the tax rolls in Tarrant
County that is either moved to a new abated location or is replaced due to
modernization or expansion.
(3) The additional value of new eligible property shall be taxable in the manner and
for the period provided for in the abatement agreement, subject to the terms
described In Section III(g); and
(4) The additional value of new eligible property shall be#oily taxable at the end of
the abatement period.
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IV. APPLICATION
(a) Any present or potential owner of taxable property in Tarrant County may request the
creation of a reinvestment zone and/or tax abatement by Sling a written request wft
the County Judge.
(b) The application shall consist of a completed application form including,but not limited
to: a general description of the new improvements to be undertaken;a descriptive list
of the improvements for which an abatement is requested;a list of the kind,number
and location of all proposed improvements of the property; a map and property
description; a time schedule for undertaking and completing the proposed
improvements;employment and contract information;the location of existing company
locations in Tarrant County and the surrounding counties and the expected number of
transferring employees; details of the environmental impacts of the project, and
employee benefit information. In the case of modernization a statement of the assessed
value of the facility,separately stated for real and personal property,shall be given for
the tax year immediately preceding the application. The County may require such
financial and other information as deemed appropriate for evaluating the financial
capacity and other factors pertaining to the applicant,to be attached to the application.
(c) AN applications for creation of reinvestment zones or abatements shag incorporate a
feasibility study estimating the economic effect of the proposed reinvestment zone and
tax abatement on Tarrant County,other eligible participating jurisdictions, and the
applicant.
(d) Upon receipt of a completed application for creation of a reinvestment zone,the County
Judge shall notify In writing and provide a copy of the application to the presiding
officer of the governing body of each eligible jurisdiction.
(e) Upon receipt of a completed application and/or request to participate with a
municipality in an abatement agreement,Tarrant County Administrator's Office must
review and provide recommendation to the Commissioners Court within 30 days and
before the public hearing.
(f) The County shall not establish a reinvestment zone,nor participate In an abatement,if
it finds that the application for County reinvestment zone/tax abatement was fded after
the commencement of construction,alteration,or installation of Improvements related
to the proposed modernization,expansion or new facility.
(g) Variance. Request for variance from the provisions of this policy must be made In
written form to the County Judge and submitted with the application for abatement,
provided,however, the total duration of an abatement shall In no instance exceed tett
years. Such request shall Include a complete description of the circumstances
explaining why the applicant should be granted a variance. Request for variance must
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be approved by a majority vote of the Commissioners Court.
V. PUBLIC H&M&GS AND APPROVAL
(a) For projects in unincorporated Tarrant County,the Commissioners Court may not
adopt a resolution designating a County reinvestment zone until it has held a public
hearing at which interested persons are entitled to speak and present evidence for or
against the designation. Notice of the hearing shall be clearly identified on the
Commissioners Court agenda at least 30 days prior to the hearing. The presiding
officers of eligible jurisdictions shall be notified in writing at least 15 days prior to the
hearing.
(b) Prior to entering into a tax abatement agreement the Commissioners Court may,at its
option,hold a public hearing at which interested persons shall be entitled to speak and
present written materials for or against the approval of the tax abatement agreement.
(c) In order to enter into a tax abatement agreement,the Commissioners Court must find
that the terms of the proposed agreement meet these Guidelines and Criteria and that:
(1) there will be no substantial adverse affect on the provision of the jurisdiction's
service or tai base: and
(2) the planned use of the property will not constitute a hazard to public safety,
health or morals.
(d) Any application requesting a variance under Section IV (g) shall be approved by a
majority vote of the Commissioners Court. No application which deviates from the
requirements of these Guidelines and Criteria shall be approved unless accompanied
by a request for variance as provided under Section IV(g).
VI. AGREEMENT
(a) After approval the County shall formally pass a resolution and execute an agreement
with the owner of the facility and lessee as required. The Court Order shall include:
(1) estimated value of real and personal property to be abated and the base year
value;
(2) percent of value to be abated each year as provided in Section III(g);
(3) the commencement date and the terminadon date of abatement;
(4) the proposed use of the facility; nature of construction, time schedule; map,
property description and improvement list as provide in Section IV(b);
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(5) contractual obligations in the event of default,violation of terms or conditions,
delinquent taxes, recapture, administration and assignment as provided in
Sections III(a)III(4 III(g)VII,VIII,and IX,or other provisions that may be
required for uniformity or by state law,and;
(6) a statement of the facility owner's policy regarding Disadvantaged Business
Enterprises(DBEs and the estimated dollar amount and percentage of total
contracts to be awarded to DBEs for construction, professional services,
purchases of equipment and supplies and other services required for the abated
improvements;
(7) amount of investment and average number of jobs involved;and
(8) an assessment of the environmental impacts of the project,Including a statement
of the owner's policy addressing regional air quality and information on the use
of alternative fuels in fleet vehicles.
(9) a statement indicating the provision of a health care benefit pian for employees
and dependents.
Such agreement shall normally be executed within 60 days after the applicant has
forwarded all necessary Information and documentation to the County.
(b) Participation in tax abatement agreements with municipalities requires additional
Information to be included in the Court Order approving the agreement,as follows:
(1) a copy of the agreement between the applicant and municipality shall be
attached and made apart of the Court Order for all purposes;
(2) authorization for the County Judge to execute a signatory page on behalf of the
Commissioners Court which shall be attached and made part of the original
agreement.
VII. RECAPTURE
Commissioners Court reserves the right to review compliance for full or partial recapture in
the event that the applicant fails to perform in "good faith." If a project Is not completed as
specified in the tax abatement agreement,the County has the right to cancel the abatement
agreement and abated taxes shall become due to the County and other affected taxing units as
provided by law. If any of the provisions contained in the tar abatement agreement; i.e.,
employment,amount of investment,etc.,are not met;the Co"shall have the right to reduce
or cancel the abatement agreement. If a project granted a tax abatement ceases to operate or
Is no longer in conformance with the tar abatement agreement,the agreement shall not be In
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effect for the period of time during which the project is not operating oris not in conformance.
VIII. ADMINISTRATION
(a) The Chief Appraiser of the County shall annu ally determine an assessment of the real
and personal property comprising the reinvestment zone. Each year,the company or
individual receiving abatement shall furnish the assessor with such information as may
be necessary for the abatement: Once value has been established,the chief Appraiser
shall notify the affected jurisdictions which levies taxes of the amount of the assessment.
(b) The agreement shall stipulate that employees and/or designated representatives of the
County will have access to the reinvestment zone during the germ of the abatement to
inspect the facility to determine if the terms and conditions of the agreement are being
met. All inspections will be made only after the giving of twenty-four(24)hours prior
notice and will only be conducted in such manner as to not unreasonably interfere with
the construction and/or operation of the facility. All inspections will be made with one
or more representatives of the company or individual and in accordance with its safety
standards.
(c) Upon completion of construction the County and/or the jurisdiction creating the
reinvestment zone shall annually(or at such other times as deemed appropriate by the
Commissioners Court)evaluate each facility receiving abatement to ensure compliance
with the agreement and report possible violations to the contract and agreement to the
Commissioners Court and the District Attorney. On or before April 30th of every year
during the life of the abatement agreement,the company or individual receiving the
abatement shall complete and Me a Tax Abatement Evaluation Report, along with
other required written documentation, detailing and certifying the abatement
recipient's compliance with the germs of the abatement agreement. Failure to provide
information requested in the compliance evaluation by the prescribed deadline may
result in taxes abated in the prior year being due and payable. The company or
individual receiving a tax abatement shall provide information to the County for the
evaluation which shall include,but not be limited to,the following:
(1) the number and dollar amounts of all construction contracts and subcontracts
awarded on the project;
(2) the total number of employees of the company, their gross salaries, and the
number of employees residing In Tarrant County and their gross salaries,
reported in job classifications appropriate to the employee;
(3) the gross dollars spent on supplier and professional service contracts,indicating
the amounts by contract awarded and performed by Tarrant County business
and individuals;
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(4) the dollar amount of contracts awarded to Disadvantaged Business Enterprlaes;
(S) detail of actions taken to mitigate any adverse environmental Impacts of the
project,If applicable; and
(G) should the dollars, percentages, or actions not meet the original or modified
requirements of the abatement agreement, a statement shall be provided
explaining the reason for the failure to meet the requirements and a
recommended course of rectification.
IX. ASSIGNMENT
Tax abatement agreements may be assigned to a new owner or lessee of the facility with the
written consent of the Commissioners Court, which consent shall not be unreasonably
withheld. Any assignment shall provide that the assignee shall irrevocably and
unconditionally assume all the duties and obligations of the assignor upon the same terms and
conditions as set out In the agreement. Any assignment of a tax abatement agreement shall be
to an entity that contemplates the some improvements or repairs to the property,except to the
extent such improvements or repairs have been completed. No assignment shall be approved if
the assignor or the assignee are indebted to the County for ad valorem taxes or other
obligations.
X. SUNSET PROVISION
These Guidelines and Criteria are effective on Janney 1 of the year following the date of their
adoption and will remain in force for two years,at which time all reinvestment zones and tax
abatement contracts created pursuant to its provisions will be reviewed by the County to
determine whether the goals have been achieved. Based on that review,the guidelines and
Criteria will be modified, renewed or eliminated. These Guidelines and Criteria may be
amended by Commissioners Court at any time during their effective period.
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