HomeMy WebLinkAboutContract 51820-A2 07/09/2019 CITY SECRETARY
CONTRACT No. 51 S ao-6 a
8:02 AM
SECOND AMENDMENT TO CITY SECRETARY CONTRACT NUMBER 51820
AN ENHANCED COMMUNITY FACILITIES AGREEMENT BETWEEN
THE CITY OF FORT WORTH AND AMERICAN AIRLINES,INC.
This SECOND AMENDMENT TO CITY SECRETARY CONTRACT NUMBER
51820, ("Second Amendment")is made and entered into by and between the City of Fort Worth
("City"), a home-rule municipal corporation of the state of Texas, and American Airlines, Inc.
("Developer"), a Texas limited liability company.
WHEREAS, City and Developer entered into an Enhanced Community Facilities
Agreement, City Secretary Contract No. 51820("ECFA"),by which the Developer is constructing
certain public infrastructure Improvements; and
WHEREAS, Developer and City executed the First Amendment to the ECFA, City
Secretary Contract Number 51820-A1, to expand the scope of the ECFA to include the
construction of additional public infrastructure; and
WHEREAS, the EFCA requires Developer to complete construction of the public
infrastructure Improvements by December 31, 2019 ("Completion Deadline"); and
WHEREAS,due to delays in obtaining approval by the Texas Transportation Commission
of funding for the Texas Department of Transportation to participate in the cost of the public
infrastructure Improvements, Developer has requested an extension of the Completion Deadline
to July 31, 2020 pursuant to the force majeure provisions of the ECFA;
NOW THEREFORE, City and Developer, acting herein by and through their duly
authorized representatives, enter into the following agreement, which amends City Secretary
Contract No. 51820:
1.
Section L, subsection i of the ECFA is amended to be and read as follows:
i. Notwithstanding anything to the contrary herein,the City's obligation to participate
City of Fort worth,Texas OFFICIAL RECORD
Second Amendment to City Secretary Contract No.51820 CITY SECRETARY
Pagel of 3 FT. WORTH,TX
(exclusive of front foot charges) in this Agreement shall terminate if the
Improvements are not completed by July 31, 2020, subject to extension due to
events of force majeure in accordance with subsection vi below. If the
Improvements are not complete by such time,Developer shall be in default under
this Agreement and the City may terminate this Agreement by providing written
notice to Developer, with no obligation by the City to pay any of the City
Participation Amount.
2.
Section L, subsection iv of the ECFA is amended to be and read as follows:
iv. The City may utilize the Developer's financial guarantee submitted for this
Agreement to cause the completion of the consti-fiction of the Improvements if the
Improvements are not completed and accepted by the City by July 31,2020,subject
to extension due to events of force majeure in accordance with subsection vi below.
3.
Section L, subsection v of the ECFA is amended to be and read as follows:
V. The City may utilize the Developer's financial guarantee to cause the payment of
costs for construction of the Improvements before July 31, 2020 if the Developer
breaches this Agreement,becomes insolvent, or fails to pay costs of construction.
4.
a. All other terms and conditions of the ECFA shall remain in full force and effect except as
specifically set forth in this Second Amendment.
b. All terms of this Second Amendment that are capitalized but not defined shall have the
meanings assigned to them in the ECFA.
[SIGNATURES ON FOLLOWING PAGE]
City of Fort Worth,Texas
Second Amendment to City Secretary Contract No.51820
Page 2 of 3
IN WITNESS WHEREOF,the parties hereto have executed this Second Amendment to
be effective on the date signed by the City's Assistant City Manager.
CITY OF FORT WORTH DEVELOPER
American Airlines, Inc.
nub !C, SlG�
Jesus J.Chapa(Jul 8,2019) Timothy orth(Jul 8,2 19)
Jesus J. Chapa Tim Skipworth
Assistant City Manager President
Date: Jul 8, 2019 Date: Jul 8, 2019
Recommended by.-
Jennifer Ezernack(Jul 8,2019)
Evelyn Roberts
Project Assistant
Approved as to Form &Legality:
Richard A.McCracken(Jut 8,2019)
Richard A. McCracken
Sr. Assistant City Attorney
M&C No. C-29166
Date: 6/25/19
Form 1295: N/A
Contract Compliance Manager:
ATTEST: s Q ........j ly By signing, I acknowledge that I am the
May �y •O person responsible for the monitoring and
Mary J. ayser(Jul8, 19) U •.� administration of this contract, including all
,� :• _ performance and reporting requirements.
Mary J. Kayser
City Secretary r
Tahie Scariefp Morales
Janie Scarlett Morales(Jul 8,2019)
Janie S. Morales
Development Manager
City of Fort Worth,Texas OFFICIAL RECORD
Second Amendment to City Secretary Contract No.51820 CITY SECRETARY
Page 3 of 3
FT. WORTH,TX
M&C Review Pagel of 3
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FoRIr—
TWORTH
COUNCIL ACTION: Approved on 6/25/2019
DATE: 6/25/2019 REFERENCE NO.: **C-29166 LOG NAME: 17AAECFA-2018-
AMEND2
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of Amendment to Enhanced Community Facilities Agreement with
American Airlines, Inc. with City Participation for the Construction of Road Improvements
on Trinity Boulevard, American Boulevard and US Highway 360 Frontage Road (City
Secretary Contract No. 51820) and Amendment to Tax Abatement Agreement with
American Airlines, Inc. Related to the American Airlines Headquarters Facility (City
Secretary Contract No. 47341) to Extend the Completion Deadlines Under Both
Agreements (COUNCIL DISTRICT 5)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of an amendment to City Secretary Contract No. 51820, an Enhanced
Community Facilities Agreement with American Airlines, Inc. with City participation for the
construction of road improvements on Trinity Boulevard, American Boulevard and US Highway 360
Frontage Road to extend the completion deadline from December 31, 2019 to July 31, 2020; and
2. Authorize the execution of an amendment to City Secretary Contract No. 47341, the Tax
Abatement Agreement with American Airlines, Inc. for the American Airlines headquarters facility, to
extend the completion deadline from December 31, 2019 to July 31, 2020.
(COUNCIL DISTRICT 5)
DISCUSSION:
On November 10, 2015 the City Council adopted Ordinance No. 21968-11-2015 (M&C G-18605)
designating Tax Abatement Reinvestment Zone No. 91, City of Fort Worth, Texas, and approved
execution of a Tax Abatement Agreement with American Airlines, Inc., (Company), and the Dallas/Fort
Worth International Airport Board for development of a corporate headquarters facility (Headquarters
Project) on property at Dallas-Fort Worth International Airport located within the City of Fort Worth
(City Secretary Contract No. 47341, as amended). Under the Tax Abatement Agreement, the City
agreed to abate a maximum of between 75 to 90 percent of the incremental real and personal property
taxes from the site for a period of one year provided that Company expended at least $200 million in
real property improvements by December 31, 2019 on property in the reinvestment zone and consider
up to $2,000,000.00 in enhanced community facility funds for public infrastructure projects associated
with the Headquarters Project.
As part of the project, the Company anticipated expending approximately $1,650,000.00 for the
construction of road improvements including deceleration lanes, turn lanes, signaling, sidewalks and
street light improvements on Trinity Boulevard, American Boulevard, US Highway 360 Frontage Road
(Public Infrastructure). On June 13, 2017, the City Council authorized execution of an Enhanced
Community Facilities Agreement (ECFA) (M&C C-28274) under which the City would reimburse
Company up to $950,000.00 of construction costs.
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The Company proposed to expand the scope of the Public Infrastructure project to include widened
roadways and turn lanes on Trinity Boulevard, US Highway 360 Frontage Road, and American Blvd.
to accommodate the planned additional employee traffic at a total approximate cost of$7,000,000.00.
On June 12, 2018, by M&C C-28730, the City Council rescinded M&C C-28274 to cancel the 2017
ECFA that was never executed and authorized execution of a new ECFA with City Participation in an
amount not to exceed $1,700,000.00.
After further design and discussions with the Company, City Council rescinded M&C C-28730 and
entered into a new agreement (M&C C-28898) increasing the City's participation in the Public
Infrastructure project to $2,000,000.00 representing the entire commitment in the original tax
abatement agreement. The M&C authorized execution of an Advance Funding Agreement (AFA)
between the City and the State of Texas, acting through Texas Department of Transportation,
(TxDOT) for Regional Toll Revenue (RTR) for the public infrastructure improvements along Trinity
Boulevard, American Boulevard and US Highway 360 Frontage Road. The AFA would have a project
amount not to exceed $7,000,000.00, which would provide the City with RTR funds not to exceed
$5,600,000.00, with a twenty percent local match requirement not to exceed $1,400,000.00. The M&C
also authorized the execution of one or more ECFAs with the Company consisting of the RTR funds
as well as Non-RTR Funds comprised of ECFA funds and Transportation Impact Fee funds in an
amount not to exceed $2,000,000.00 for the Public Infrastructure.
The Company is responsible for all costs exceeding the RTR funds received by the City from TxDOT
under the AFA and the City's participation of Non-RTR funds. On April 29, 2019, the Company
informed the City that due to delays in the Texas Transportation Commission not approving the
TxDOT funding until January 31, 2019 that it was not feasible for the Company to mobilize their
construction contractor until after the January 31St AFA approval. Due to this delay, the Company is
requesting an extension to the deadline of the completion of the ECFA improvements to July 31, 2020
under the force majeure provision of the ECFA. Since the ECFA improvements are "required public
improvements" subject to the Tax Abatement and Economic Development Program Agreement,
Company is requesting a force majeure extension under those agreements as well for completion of
the "required public improvements" to July 31, 2020. Only the Tax Abatement Agreement needs to be
amended in order to accomplish that goal. This amendment will be contingent on approval by the
Dallas/Fort Worth International Airport Board, which, as lessor of the facility, is also a party to the Tax
Abatement Agreement.
All other requirements contained in the Agreements would be unaltered by the proposed
amendments.
The Project is located in COUNCIL DISTRICT 5.
A Form 1295 is not required for this contract because: This contract will be with a publicly-traded
business entity or a wholly-owned subsidiary of a publicly-traded business entity: American Airlines,
Inc.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that, upon approval of the above recommendations, and receipt of
State Funds, appropriations will be available for American Airlines ECFA in the Critical Capital
Projects Fund (39001) included in the Fiscal Year2007 Bond Program, the 2014 Bond program
(34014), and the Transportation Impact Fee Capital Legacy Fund (39008).
TO
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FROM
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Submitted for City Manager's Office by: Susan Alanis (8180)
Originating Department Head: Robert Sturns (2663)
Additional Information Contact: Robert Sturns (2663)
ATTACHMENTS
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=27106&councildate=6/25/2019 7/9/2019