Loading...
HomeMy WebLinkAboutContract 44009 (2)CITY SECRETARYJi±d11?3Siasessassa CONTRACT NO. ECONOMIC DEVELOPMENT PROGRAM AGREEMENT This ECONOMIC DEVELOPMENT PROGRAM AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipality organized under the laws of the State of Texas, and BELL HELICOPTER TEXTRON, INC. ("Company"), a Delaware corporation. RECITALS A. Company owns approximately 157.675 acres of property in the City in the vicinity of Highway 10 and Trinity Boulevard, which is currently the location of Company's corporate headquarters, as more specifically described in Exhibit "A", attached hereto and hereby made a part of this Agreement for all purposes, and the Plant 3 Property, as defined in Section 2 hereof (collectively, the "Land"). Company wishes to consolidate its various plant and warehouse operations in the Dallas -Fort Worth Metroplex in phases (the "Project") and would like to focus such expansion and consolidation at the Land. B. In order to encourage Company to undertake the Project on the Land, pursuant to the City Council's approval during its regular meeting on December 13, 2011 of agenda item M&C C-25367, the City has offered Company a twenty (20) year economic development incentive consisting of (i) a one (1)-year real and personal property tax abatement, as governed by that certain Tax Abatement Agreement between the City and Company dated on or about December 22, 2011, which is a public document on file in the City Secretary's Office as City Secretary Contract No. 42727, as amended by that certain Amendment No. 1 to Tax Abatement Agreement dated on or about December 13, 2012, which is a public document on file in the City Secretary's Office as City Secretary Contract No. 42727-Al (collectively, the "Tax Abatement Agreement"), and (ii) an economic development program that provides for the City to pay nineteen (19) annual economic development grants to Company, as authorized by Chapter 380 of the Texas Local Government Code, as governed by this Agreement. C. Under the Tax Abatement Agreement, Company is entitled to receive a tax abatement in the 2013 tax year of up to eighty-five percent (85%) of the City's ad valorem taxes on the value of any improvements on the Land and on the value of any Taxable Tangible Personal Property located on the Land over their values for the 2011 tax year if (i) Company causes to be expended at least Five Million Dollars ($5,000,000.00) in Construction Costs between May 31, 2011 and the Phase I Completion Date (as defined in the Tax Abatement Agreement) for a new employee center constructed on the Land ("Phase I"); (ii) the Phase I Completion Date occurred on or before December 31, 2012; and (iii) New Taxable Tangible Personal Property having a cost of at least Sixteen Million Dollars ($16,000,000.00) was in place on the Land by December 31, 2012, as more specifically outlinea_ athe,T-- oatement Agreement. Page 1 �'t-� ►R►D TiFICIA Economic Development Program Agreement ► CRETA►ECORY between City of Fort Worth and Bell Helicopter Textron, a s SE FT, WORTH, ern -31-12 PE :46 D. The purpose of this Agreement is to provide incentive to Company to undertake phases of the Project beyond Phase I, which, in the aggregate, potentially could result in an additional Seventy Million Dollars ($70,000,000.00) in real property improvements and the installation of up to One Hundred Forty-four Million Dollars ($144,000,000) in New Taxable Tangible Personal Property on the Land and on certain other property in the City owned or leased by Company or an Affiliate, as more specifically set forth herein. E. As recommended by the 2012 Comprehensive Plan, adopted by the City Council pursuant to Ordinance No. 20085-03-2012, and in accordance with Resolution No. 3716-03-2009, the City has established an economic development program pursuant to which the City will, on a case -by -case basis, offer economic incentives authorized by Chapter 380 of the Texas Local Government Code that include monetary loans and grants of public money, as well as the provision of personnel and services of the City, to businesses and entities that the City Council determines will promote state or local economic development and stimulate business and commercial activity in the City in return for verifiable commitments from such businesses or entities to cause specific employment and other public benefits to be made or invested in the City (the "380 Program"). F. The City Council has determined that by entering into this Agreement, the potential economic benefits that will accrue to the City under the terms and conditions of this Agreement are consistent with the City's economic development objectives. In addition, the City Council has determined that the 380 Program is an appropriate means to achieve the Development, which the City Council has determined is necessary and desirable, and that the potential economic benefits that will accrue to the City pursuant to the terms and conditions of this Agreement are consistent with the City's economic development objectives as outlined in the 2012 Comprehensive Plan. This Agreement is authorized by Chapter 380 of the Texas Local Government Code. G. The City has determined that the feasibility of the Project beyond Phase I is contingent upon Company's receipt of the Program Grants, as provided in this Agreement The City's analysis is specifically based on financial information provided by Company. NOW, THEREFORE in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: Page 2 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. AGREEMENT 1. INCORPORATION OF RECITALS. The City Council has found, and the City and Company hereby agree, that the recitals set forth above are true and correct and form the basis upon which the parties have entered into this Agreement. 2. DEFINITIONS. In addition to terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: 380 Program has the meaning ascribed to rt in Recital E Affiliate means all entities, incorporated or otherwise, under common control with, controlled by or controlling Company, including, but not limited to, Textron Inc , a Delaware corporation. For purposes of this definition, "control" means fifty percent (50%) or more of the ownership determined by either value or vote. Central City means that area in the corporate limits of the City within Loop 820 (i) consisting of all Community Development Block Grant ("CDBG") eligible census block groups; (ii) all state -designated enterprise zones; and (in) all census block groups that are contiguous by seventy-five percent (75%) or more of their perimeter to CDBG- eligible block groups or enterprise zones, as well as any CDBG-eligible block in the corporate limits of the City outside Loop 820, as more specifically depicted in the map of Exhibit "B". attached hereto and hereby made a part of this Agreement for all purposes. Central City Emnlovment Commitment has the meaning ascribed to it in Section 4.6.3. 5.2.6. Central City Emnlovment Percentage has the meaning ascribed to it in Section Central City Resident means an individual whose primary residence is at a location within the Central City. Certificate of Completion has the meaning ascribed to it in Section 5.1. Completion Date is the term used in general for the Phase II Completion Date, the Phase III Completion Date or the Phase IV Completion Date, as the case may be. Page 3 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc Completion Deadline is the term used in general for the Phase II Completion Deadline, the Phase III Completion Deadline or the Phase IV Completion Deadline, as the case may be. Construction Costs means Hard Construction Costs, plus legal and consulting costs, engineering fees, architectural and other design fees, and permit fees caused to be expended by Company for a Phase of the Project, and specifically excludes property acquisition costs. Director means the director of the City's Housing and Economic Development Department Effective Date has the meaning ascribed to it in Section 3. Fort Worth Certified MAYBE Company means a minority or woman -owned business that has received certification as either a minority business enterprise (MBE), a woman business enterprise (WBE) or a disadvantaged business enterprise (DBE) by the North Central Texas Regional Certification Agency (NCTRCA) and that has a principal business office located within the corporate limits of the City that performs a commercially useful function and that provides the services for which Company is seeking credit under this Agreement Fort Worth Company means a business that has a principal office located within the corporate limits of the City that performs a commercially useful function and that provides the services for which Company is seeking credit under this Agreement. Fort Worth Construction Commitment has the meaning ascribed to it in Section 4.4. 5.2.2. Fort Worth Construction Percentage has the meaning ascribed to it in Section Fort Worth Employment Commitment has the meaning ascribed to it in Section 4 6.2. 5.2.5. Fort Worth Employment Percentage has the meaning ascribed to it in Section Fort Worth Resident means an individual whose primary residence is at a location within the corporate limits of the City. Fort Worth Supply and Service Percentage has the meaning ascribed to it in Section 5.2.7. Fort Worth Supply and Service Spending Commitment has the meaning ascribed to it in Section 4 7 1 Page 4 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. Full-time Job means a job provided on the Land by Company or an Affiliate to one (1) individual, whether new or retained, for at least forty (40) hours per week or such other measurement used to define full-time employment by Company in accordance with its then -current personnel policies and regulations. Hard Construction Costs means actual site development and construction costs caused to be expended by Company for Phase I of the Project, including directly -related contractor fees, costs of construction labor and costs of supplies and materials. Land has the meaning ascribed to it in Recital A. Maximum Program Percentage means the maximum percentage of Program Source Funds available for a Program Grant payable in a particular Program Year, which shall be eighty percent (80%) unless reduced in accordance with (a), (b), (c) and (d) below or increased in accordance with (e) below: (a) Failure to Complete Phase II Obligations. If (i) Company failed to expend at least Five Million Dollars ($5,000,000.00) in Construction Costs for Phase II of the Project between December 13, 2011 and the Phase II Completion Date pursuant to and in accordance with Section 4.1.1 (defined in Section 4.1.1 as the Phase II Overall Construction Commitment); (ii) the Phase II Completion Date did not occur by the Phase II Completion Deadline; or (iii) Company did not cause New Taxable Tangible Personal Property having an aggregate cost of at least Forty-eight Million Dollars ($48,000,000.00) to be placed on the Land between December 13, 2011 and the Phase II Completion Deadline, pursuant to and in accordance with Section 4.1.2 (defined in Section 4.1.2 as the Phase II Personal Property Commitment), the Maximum Program Percentage applicable to the Program Grant payable in each Program Year following the Phase II Completion Deadline will be sixty-five percent (65%). (b) Failure to Complete Phase III Obligations. If (i) Company failed to expend at least Fifty Million Dollars ($50,000,000.00) in Construction Costs for Phase III of the Project between December 13, 2011 and the Phase III Completion Date pursuant to and in accordance with Section 4.2.1 (defined in Section 4.2.1 as the Phase III Overall Construction Commitment) (ii) the Phase III Completion Date did not occur by the Phase III Completion Deadline; or (iii) Company did not cause New Taxable Tangible Personal Property having an aggregate cost of at least Eighty Million Dollars ($80,000,000.00) to be placed on the Land between December 13, 2011 and the Phase III Completion Deadline pursuant to and in accordance with Section 4.2.2 (defined in Section 4 2.2 as the Phase III Personal Property Commitment), the Maximum Program Percentage Page 5 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc applicable to the Program Grant payable in each Program Year following the Phase III Completion Deadline will be fifty percent (50%). (c) Failure to Complete Both Phase II and Phase III Obligations. If Company fails to complete Phase II as outlined in (a) above and fails to complete Phase III as outlined in (b) above, the Maximum Program Percentage applicable to the Program Grant payable in each Program Year following the Phase II Completion Deadline or the Phase III Completion Deadline, whichever of those two dates is later, will be fifty percent (50%). (d) Failure to Complete Phase IV Obligations. If (i) Company failed to expend at least Fifteen Million Dollars ($15,000,000.00) in Construction Costs for Phase IV of the Project between December 13, 2011 and the Phase IV Completion Date pursuant to and in accordance with Section 4.3.1 (defined in Section 4 3.1 as the Phase IV Overall Construction Commitment) (ii) the Phase IV Completion Date did not occur by the Phase IV Completion Deadline; or (iii) Company did not cause New Taxable Tangible Personal Property having an aggregate cost of at least One Hundred Sixty Million Dollars ($160,000,000.00) to be placed on the Land between December 13, 2011 and the Phase IV Completion Deadline, pursuant to and in accordance with Section 4 3.2 (defined in Section 4.3.2 as the Phase IV Personal Property Commitment), the Maximum Program Percentage applicable to the Program Grant payable in each Program Year following the Phase IV Completion Deadline will be reduced by subtracting five percent (5%) from the Maximum Program Percentage applied to the Program Grant paid in the immediately preceding Program Year. For example, if Company completed the Phase III obligations as outlined in (b) above, but failed to complete the Phase II obligations as outlined in (a) above and also failed to complete the Phase IV obligations as outlined herein, the Maximum Program Percentage would be reduced from sixty-five percent (65%) to sixty percent (60%). As a further example, if Company completed both the Phase II and Phase III obligations as outlined in (a) and (b) above, but failed to complete the Phase IV obligations as outlined herein, the Maximum Program Percentage would be reduced from eighty percent (80%) to seventy-five percent (75%). (e) Attainment of Additional Employment Milestone Notwithstanding anything to the contrary herein, if at least Five Thousand (5,000) Full-time Jobs were provided and filled on the Land during any calendar year between and including 2014 and 2032, the Maximum Program Percentage applied to the Program Grant payable in the following Program Year will be increased by adding five percent (5%). For example, if at least Five Thousand (5,000) Full-time Jobs were provided and filled on the Land in a particular year, and the Maximum Program Percentage applicable to the Program Grant payable in the following Program Year has not been Page 6 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. reduced pursuant to (a), (b), (c) or (d) above, the Maximum Program Percentage applicable to the Program Grant payable in that Program Year would be increased from eighty percent (80%) to eighty-five percent (85%). As a further example, if the Maximum Program Percentage is reduced to sixty percent (60%) as outlined in the first example set forth in (d) above, but at least Five Thousand (5,000) Full-time Jobs were provided and filled on the Land in a particular year following such reduction, the Maximum Program Percentage applicable to the Program Grant payable in the following Program Year would be increased to sixty- five percent (65%). As a final example, if the Maximum Program Percentage is reduced to seventy-five percent (75%) as outlined in the latter example set forth in (d) above, but at least Five Thousand (5,000) Full-time Jobs were provided and filled on the Land in a particular year following such reduction, the Maximum Program Percentage applicable to the Program Grant payable in the following Program Year would be increased to eighty percent (80%). M/WBE Construction Commitment has the meaning ascribed to it in Section M/WBE Construction Percentage has the meaning ascribed to it in Section M/WBE Supply and Service Percentage has the meaning ascribed to it in Section 5.2.8. M/WBE Supply and Service Spending Commitment has the meaning ascribed to it in Section 4.7.2. 4.5. 5.2.3. New Taxable Tangible Personal Property means any personal property, other than inventory and supplies, that (i) is subject to ad valorem taxation by the City; (ii) is located on the Land; (iii) is owned or leased by Company or an Affiliate; and (iv) was not located in the City prior to December 13, 2011. 4.6.1. Notice of Completion has the meaning ascribed to it in Section 4.8.2.2. Overall Employment Commitment has the meaning ascribed to it in Section Overall Employment Percentage has the meaning ascribed to it in Section 5 2 4 Phase means a phase of the Project, whether Phase I, Phase II, Phase III or Phase IV, either singularly or collectively. Phase I has the meaning ascribed to it in Recital C. Page 7 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. Phase II means that phase of the Project consisting of the relocation of Company's Repair and Overhaul Center (ROC) and associated activities (to include manufacturing, inventory and office activities) from property located at 776 Henrietta Creek Road, Roanoke, Texas, to the Land, the renovation of existing facilities on the Land to accommodate the ROC (the scope of which will specifically be agreed to in writing by the Director). Phase II Completion Date means the date as of which the City and Company's contractor have both signed a written statement certifying that the final punch list related to the real property improvements comprising Phase II, as agreed to in writing by the Director, have been completed. Phase II Completion Deadline means December 31, 2014. Phase II Overall Construction Commitment has the meaning ascribed to it in Section 4.1.1. Phase II Personal Property Commitment has the meaning ascribed to it in Section 4.1.2. Phase III means that phase of the Project consisting of the construction and completion of a new main headquarters and administration building, and associated infrastructure, on the Land. Phase III Completion Date means the date as of which a final certificate of occupancy has been issued by the City for all of the occupiable improvements comprising Phase III Phase III Completion Deadline means December 31, 2014. Phase III Overall Construction Commitment has the meaning ascribed to it in Section 4.2.1. Phase III Personal Property Commitment has the meaning ascribed to it in Section 4.2.2. Phase IV means that phase of the Project consisting of a new training academy constructed on the Land in the vicinity of Norwood Drive and Trinity Boulevard. Phase IV Completion Date means the date as of which a final certificate of occupancy has been issued by the City for all of the occupiable improvements comprising Phase IV. Phase IV Completion Deadline means December 31, 2015. Page 8 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc Phase IV Overall Construction Commitment has the meaning ascribed to it in Section 4 3 1 Phase IV Personal Property Commitment has the meaning ascribed to It in Section 4.3.2. Plant 3 Property means Company's central distribution center and surrounding land in the City comprising approximately 25.478 acres, the address of which is 3200 High Road, Suite 100 Fort Worth, TX 76155. Program Grants means the annual economic development grants paid by the City to Company in accordance with this Agreement and as part of the 380 Program. Program Source Funds means an amount equal to the City's ad valorem taxes received by the City during the Twelve -Month Period ending in each Program Year on the value of any improvements on the Land and on the value of Taxable Tangible Personal Property located on the Land, less Two Million One Hundred Eighty-three and Forty Dollars ($2,183,040.00), which is the amount of such ad valorem taxes received by the City from Company for the 2010 tax year. Program Year means a calendar year in which the City is obligated pursuant to this Agreement to pay Company a Program Grant, beginning with the 2015 calendar year (Program Year 1). Proiect has the meaning ascribed to it in Recital A. Records has the meaning ascribed to it in Section 4.10. Supply and Service Expenditures means those local discretionary expenditures made by Company directly for the operation and maintenance of the Land and any improvements thereon, excluding utility service costs, whether under written contract or ad -hoc purchases, including amounts paid to eligible companies or contractors for personnel which are not counted as persons holding Full-time Jobs for purposes of measuring attainment of the Overall Employment Commitment, the Fort Worth Employment Commitment or the Central City Employment Commitment Tax Abatement Agreement has the meaning ascribed to it in Recital B Taxable Tangible Personal Property means any personal property, including inventory and supplies, that (i) is subject to ad valorem taxation by the City; (ii) is located on the Land; and (iii) is owned or leased by Company or an Affiliate. Term has the meaning ascribed to it in Section 3. Twelve -Month Period means the period between February 1 of a given year and January 31 of the following year. Page 9 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. 3. TERM. This Agreement shall take effect on the date as of which both the City and Company have executed this Agreement (the ` Effective Date") and, unless terminated earlier in accordance with its terms and conditions, shall expire on the date as of which the City has paid the nineteenth (19th) annual Program Grant pursuant to and in accordance with this Agreement (the ' Term") 4. COMPANY'S OBLIGATIONS AND COMMITMENTS. 4.1. Phase II. 4.1.1. Real Property Improvements. In accordance with the terms and conditions of this Agreement, between December 13, 2011 and the Phase II Completion Date Company shall have caused to be expended at least Five Million Dollars ($5,000,000.00) in Construction Costs for Phase II of the Project (the "Phase II Overall Construction Commitment' ). Any expenditure counted as a Construction Cost for another Phase of the Project, under either this Agreement or the Tax Abatement Agreement, may not be counted for purposes of measuring attainment of the Phase II Overall Construction Commitment, and an expenditure counted for purposes of measuring attainment of the Phase II Overall Construction Commitment may not be counted as a Construction Cost for any other Phase of the Project. The Phase II Completion Date must occur on or before the Phase II Completion Deadline. 4.1.2. New Taxable Tangible Personal Property. Between December 13, 2011 and the Phase II Completion Deadline, Company shall have caused New Taxable Tangible Personal Property having an aggregate cost of at least Forty-eight Million Dollars ($48,000,000.00) to be in place on the Land (the "Phase II Personal Property Commitment"). It is understood and agreed that Company will purchase New Taxable Tangible Personal Property for the Project incrementally and on a schedule that may not be tied directly to a particular Phase. Accordingly, the costs of New Taxable Tangible Personal Property counted for purposes of determining compliance with Section 4.2 of the Tax Abatement Agreement shall also be counted for purposes of determining attainment of the Phase II Personal Property Commitment. Page 10 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc 4.2. Phase III. 4.2.1. Real Property Improvements. In accordance with the terms and conditions of this Agreement, between December 13, 2011 and the Phase III Completion Date Company shall have caused to be expended at least Fifty Million Dollars ($50,000,000.00) in Construction Costs for Phase III of the Project (the "Phase III Overall Construction Commitment"). Any expenditure counted as a Construction Cost for another Phase of the Project, under either this Agreement or the Tax Abatement Agreement, may not be counted for purposes of measuring attainment of the Phase III Overall Construction Commitment, and an expenditure counted for purposes of measuring attainment of the Phase III Overall Construction Commitment may not be counted as a Construction Cost for any other Phase of the Project. The Phase III Completion Date must occur on or before the Phase III Completion Deadhne. 4.2.2. New Taxable Tangible Personal Property. Between December 13, 2011 and the Phase III Completion Deadline, Company shall have caused New Taxable Tangible Personal Property having an aggregate cost of at least Eighty Million Dollars ($80,000,000.00) to be in place on the Land (the "Phase III Personal Property Commitment"). It is understood and agreed that Company will purchase New Taxable Tangible Personal Property for the Project incrementally and on a schedule that may not be tied directly to a particular Phase. Accordingly, the costs of New Taxable Tangible Personal Property counted for purposes of determining attainment of the Phase II Personal Property Commitment (which includes the costs of New Taxable Tangible Personal Property counted for purposes of determining compliance with Section 4.2 of the Tax Abatement Agreement) shall also be counted for purposes of determining attainment of the Phase III Personal Property Commitment. 4.3. Phase IV. 4.3.1. Real Property Improvements. In accordance with the terms and conditions of this Agreement, between December 13, 2011 and the Phase IV Completion Date Company shall have caused to be expended at least Fifteen Million Dollars ($15,000,000.00) in Construction Costs for Phase IV of the Project (the "Phase IV Overall Construction Commitment ). Any expenditure counted as a Construction Cost for another Phase of the Project, under either this Agreement or the Tax Abatement Agreement, may not be counted for Page 11 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc purposes of measuring attainment of the Phase IV Overall Construction Commitment, and an expenditure counted for purposes of measuring attainment of the Phase IV Construction Commitment may not be counted as a Construction Cost for any other Phase of the Project. I'he Phase IV Completion Date must occur on or before the Phase IV Completion Deadline. 4.3.2. New Taxable Tangible Personal Property. Between December 13, 2011 and the Phase IV Completion Deadline, Company shall have caused New Taxable Tangible Personal Property having a cost of at least One Hundred Sixty Million Dollars ($160,000,000.00) to be in place on the Land (the "Phase IV Personal Property Commitment"). It is understood and agreed that Company will purchase New Taxable Tangible Personal Property for the Project incrementally and on a schedule that may not be tied directly to a particular Phase. Accordingly, the costs of New Taxable Tangible Personal Property counted for purposes of determining attainment of the Phase III Personal Property Commitment (which includes the costs of New Taxable Tangible Personal Property counted for purposes of determining compliance with Section 4.2 of the Tax Abatement Agreement as well as for purposes of determining attainment of the Phase II Personal Property Commitment) shall also be counted for purposes of determining attainment of the Phase IV Personal Property Commitment. 4.4. Construction Spending Commitment for Fort Worth Companies. Between the December 13, 2011 and the Completion Date of a given Phase (whether for Phase II, Phase III or Phase IV), which Completion Date shall be established by the Certificate of Completion for that Phase issued in accordance with Section 5 1, Company shall have caused to be expended with Fort Worth Companies at least thirty percent (30%) of all Hard Construction Costs for that Phase and any other Phase of the Project (other than Phase I) for which a Certificate of Completion has been issued as of the submission date of the Notice of Completion for the Phase in question regardless of the total amount of such aggregate Hard Construction Costs (the "Fort Worth Construction Commitment"). The extent to which the Fort Worth Construction Commitment has been met shall be determined by dividing the aggregate Hard Construction Costs expended with Fort Worth Companies for all Phases of the Project (other than Phase I) for which a Certificate of Completion has been issued by the aggregate Hard Construction Costs expended overall for all Phases of the Project (other than Phase I) for which a Certificate of Completion has been issued. The initial calculation shall be made on the basis of the expenditures made for the first Phase (other than Phase I) for which a Certificate of Completion has been issued in accordance with this Agreement, and shall then be recalculated each time a Certificate of Completion has been issued for a subsequent Phase. Page 12 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. For example, if Company completes Phase II first, and Company caused to be expended Three Million Dollars ($3,000,000.00) in Hard Construction Costs for Phase II, of which Seven Hundred Fifty Thousand Dollars ($750,000.00) were expended with Fort Worth Companies, as verified in and determined by the Certificate of Completion issued for Phase II, Company will have caused to be expended twenty-five percent (25%) of Hard Construction Costs with Fort Worth Companies ($750,000/$3,000,000, or .25) If Company completes Phase III next, and Company caused to be expended Forty Million Dollars ($40,000,000.00) in Hard Construction Costs for Phase III, of which Fifteen Million Dollars ($15,000,000.00) were expended with Fort Worth Companies, as verified in and determined by the Certificate of Completion issued for Phase III, the extent to which the Fort Worth Construction Commitment has been met shall be recalculated. In this case, Company will have caused to be expended over thirty- six percent (36%) of Hard Construction Costs with Fort Worth Companies ([$750 000 for Phase II + $15,000,000 for Phase III]/[$3,000,000 for Phase II + $40,000,000 for Phase III], or $15,750,000/$43,000,000, or .366). 4.5. Construction Spending Commitment for Fort Worth Certified M/WBE Companies. Between December 13 2011 and the Completion Date of a given Phase (whether for Phase II, Phase III or Phase IV), which Completion Date shall be established by the Certificate of Completion for that Phase issued in accordance with Section 5 1, Company shall have caused to be expended with Fort Worth Certified M/WBE Companies at least twenty-five percent (25%) of all Hard Construction Costs for that Phase and any other Phase of the Project (other than Phase I) for which a Certificate of Completion has been issued as of the submission date of the Notice of Completion for the Phase in question, regardless of the total amount of such aggregate Hard Construction Costs (the "M/WBE Construction Commitment' ). The extent to which the M/WBE Construction Commitment has been met shall be determined by dividing the aggregate Hard Construction Costs caused to be expended with Fort Worth Certified M/WBE Companies for all Phases of the Project (other than Phase I) for which a Certificate of Completion has been issued by the aggregate Hard Construction Costs caused to be expended overall for all Phases of the Project (other than Phase I) for which a Certificate of Completion has been issued. The initial calculation shall be made on the basis of the expenditures made for the first Phase (other than Phase I) for which a Certificate of Completion has been issued in accordance with this Agreement, and shall then be recalculated each time a Certificate of Completion has been issued for a subsequent Phase. Dollars spent with Fort Worth Certified M/WBE Companies shall also count as dollars spent with Fort Worth Companies for purposes of measuring the Fort Worth Construction Commitment outlined in Section 4.4. Page 13 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. For example, if Company completes Phase II first, and Company caused to be expended Three Million Dollars ($3,000,000.00) in Hard Construction Costs for Phase II, of which Five Hundred Thousand Dollars ($500,000.00) were expended with Fort Worth Certified M/WBE Companies, as verified in and determined by the Certificate of Completion issued for Phase II, Company will have caused to be expended sixteen percent (16%) of Hard Construction Costs with Fort Worth Certified M/WBE Companies ($500,000/$3,000,000, or .16). If Company completes Phase III next, and Company caused to be expended Forty Million Dollars ($40,000,000.00) in Hard Construction Costs for Phase III, of which Twelve Million Dollars ($12,000,000.00) were expended with Fort Worth Certified M/WBE Companies, as verified in and determined by the Certificate of Completion issued for Phase III, the extent to which the M/WBE Construction Commitment has been met shall be recalculated. In this case, Company will have caused to be expended twenty-nine percent (29%) of Hard Construction Costs with Fort Worth Certified M/WBE Companies ([$500 000 for Phase II + $12,000,000 for Phase III]/[$3,000,000 for Phase II + $40,000,000 for Phase III], or $12,500,000/$43,000,000, or .290). 4.6. Employment Commitments. 4.6.1. Overall Employment. At least (i) Four Thousand Five Hundred (4,500) Full-time Jobs will be provided and filled on the Land during calendar years 2014 through 2020; (n) Four Thousand One Hundred (4,100) Full-time Jobs will be provided and filled on the Land during calendar years 2021 through 2027; and (iii) Three Thousand Nine Hundred (3,900) Full-time Jobs will be provided and filled on the Land during calendar years 2028 through 2032 (for each calendar year above, as applicable, the "Overall Employment Commitment"). Determination of compliance with the Overall Employment Commitment shall be based on the employment data of Company or the Affiliate providing any such Jobs as of December 1 of the calendar year being evaluated (or such other date in that year as may mutually be acceptable to both the City and Company). 4.6.2. Employment Commitment for Fort Worth Residents. At least (i) Nine Hundred (900) Full-time Jobs on the Land during calendar years 2014 through 2020 will be filled with Fort Worth Residents; (ii) Eight Hundred Twenty (820) Full-time Jobs on the Land during calendar years 2021 through 2027 will be filled with Fort Worth Residents* and (iii) Seven Hundred Eighty (780) Full-time Jobs on the Land during calendar years 2028 through 2032 will be filled with Fort Worth Residents (for each calendar year above, as applicable, the "Fort Worth Employment Commitment"). Determination of compliance with the Fort Worth Employment Commitment shall be based on the Page 14 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc employment data of Company or the Affiliate providing any such Jobs as of December 1 of the calendar year being evaluated (or such other date in that year as may mutually be acceptable to both the City and Company). Full-time Jobs held by Fort Worth Residents shall also count as Full-time Jobs for purposes of measuring the applicable Overall Employment Commitment outlined in Section 4 6.1. 4.6.3. Employment Commitment for Central City Residents. At least (i) Two Hundred Twenty-five (225) Full-time Jobs on the Land during calendar years 2014 through 2020 will be filled with Central City Residents; (ii) Two Hundred Five (205) Full-time Jobs on the Land during calendar years 2021 through 2027 will be filled with Central City Residents and (iii) One Hundred Ninety-five (195) Full-time Jobs on the Land during calendar years 2028 through 2032 will be filled with Central City Residents (for each calendar year above, as applicable, the `Central City Employment Commitment"). Determination of compliance with the Central City Employment Commitment shall be based on the employment data of Company or the Affiliate providing any such Jobs as of December 1 of the calendar year being evaluated (or such other date in that year as may mutually be acceptable to both the City and Company). Full-time Jobs held by Central City Residents shall also count as Full-time Jobs for purposes of measuring the applicable Overall Employment Commitment outlined in Section 4 6 1 and the Fort Worth Employment Commitment outlined in Section 4 6 2 4.7. Supply and Service Spending Commitments. 4.7.1. For Fort Worth Companies. Company hereby commits to make during each calendar year between and including 2014 and 2032 at least One Million Dollars ($1,000,000 00) in Supply and Service Expenditures with Fort Worth Companies (for each calendar year above, the "Fort Worth Supply and Service Spending Commitment"). 4.7.2. For Fort Worth Certified M/WBE Companies. Company hereby commits to make during each calendar year between and including 2014 and 2032 at least Five Hundred Thousand Dollars ($500,000.00) in Supply and Service Expenditures with Fort Worth Certified M/WBE Companies (for each calendar year above, the "M/WBE Supply and Service Spending Commitment"). Dollars spent with Fort Worth Certified M/WBE Companies shall also count as dollars spent with Fort Worth Companies for purposes of measuring the Fort Page 15 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. Worth Supply and Service Spending Commitment outlined in Section 4.7.1. 4.8. Reports and Filings. 4.8.1. Construction Spending Reports. 4.8.1.1. Ouarterly Reports. From the Effective Date until the Phase IV Completion Date, Company will provide the Director with a quarterly report in a form reasonably acceptable to the City that specifically outlines the then -current aggregate Construction Costs and Hard Construction Costs expended by and on behalf of Company for each Phase of the Project as well as the then -current aggregate Hard Construction Costs expended by Company for each Phase of the Project with Fort Worth Companies and with Fort Worth Certified M/WBE Companies. Company agrees to meet with the City's M/WBE Office as reasonably necessary for assistance in meeting or exceeding the M/WBE Construction Commitment and to address any related concerns that the City may have. 4.8.1.2. Notices of Completion and Final Construction Reports for Each Phase. Within thirty (30) calendar days following the Completion Deadline of a particular Phase, Company shall submit a written notice to the Director (a "Notice of Completion") The purpose of a Notice of Completion is to allow the City to assess whether and the extent to which Company satisfied all requirements of Section 4.1 (as to Phase II), Section 4.2 (as to Phase III) or Section 4.3 (as to Phase IV). Each Notice of Completion will include two (2) reports. The first report will be a final construction report for the Phase covered by such Notice, in a form reasonably acceptable to the Director, that specifically outlines (i) the total Construction Costs expended by Company between December 13, 2011 and the Completion Date for that particular Phase, (ii) the total Hard Construction Costs expended by Company between December 13, 2011 and the Completion Date for that particular Phase, (iii) the total Hard Construction Costs expended with Fort Worth Companies by Company between December 13, 2011 and the Completion Date for that particular Phase, and (iv) the total Hard Construction Costs expended with Fort Worth Certified M/WBE Companies by Company between December 13, 2011 and the Completion Date for that particular Page 16 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. Phase, together with, for all of the above, supporting invoices and other documents necessary to demonstrate that such amounts were actually paid by Company, including, without limitation, final lien waivers signed by Company's general contractor. The second report will be a report, in a form reasonably acceptable to the Director, that lists the New Taxable Tangible Personal Property that was installed on the Land between December 13, 2011 and the Completion Deadline for the Phase covered by such Notice and that Company wishes to be attributed to that Phase, together with reasonable supporting documentation concerning the identification and cost (including invoices and receipts) of such New Taxable Tangible Personal Property. 4.8.2. Employment Renort. On or before February 1 of each year between and including 2015 and 2033, in order for the City to assess the degree to which the Overall Employment Commitment, the Fort Worth Employment Commitment and the Central City Employment Commitment were met in the previous calendar year, as well as to determine whether the Additional Employment Milestone was met in the previous calendar year, Company shall provide the Director with a report in a form reasonably acceptable to the City that sets forth the total number of individuals, the total number of Fort Worth Residents, and the total number of Central City Residents who held Full- time Jobs on the Land, whether provided by Company or an Affiliate, all as of December 1 of the previous calendar year (or such other date requested by Company and reasonably acceptable to the City). 4.8.3. Supply and Service Snendinu Report. On or before February 1 of each year between and including 2015 and 2033, in order for the City to assess the degree to which Company met the Fort Worth Supply and Service Spending Commitment and the M/WBE Supply and Service Spending Commitment in the previous calendar year Company shall provide the City with a report in a form reasonably acceptable to the City that sets forth the aggregate Supply and Service Expenditures made during the previous calendar year with Fort Worth Companies and with Fort Worth Certified M/WBE Companies, together with reasonable supporting documentation. 4.8.4. General. Company will supply any additional information reasonably requested by the City that is pertinent to the City's evaluation of compliance with each of the terms and conditions of this Agreement. Page 17 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. 4.9. Inspections. At any time during Company's normal business hours throughout the Term and following reasonable notice to Company, the City shall have the right to inspect and evaluate the Land, and any improvements thereon, and Company will provide full access to the same, in order for the City to monitor compliance with the terms and conditions of this Agreement. Company will cooperate fully with the City during any such inspection and evaluation. Notwithstanding the foregoing, Company shall have the right to require that any representative of the City be escorted by a Company representative or security personnel during any such inspection and evaluation. 4.10. Audits. The City will have the right throughout the Term to audit the financial and business records of Company that relate to the Project and any other documents necessary to evaluate compliance with this Agreement or with the commitments set forth in this Agreement including, but not limited to construction documents and invoices as well as employment records of an Affiliate solely to the extent that Full-time Jobs provided by an Affiliate are included in the employment report submitted pursuant to Section 4.8.3 (and for no other purpose) (collectively Records"). Company shall make or cause to be made all Records available to the City on the Land or at another location in the City acceptable to both parties following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. 4.11. Use of Land. The Land shall be used for Company's corporate headquarters and related operations, plant and warehouse operations, repair and overhaul operations, training academy and Affiliate operations at all times during the Term of this Agreement. 5. CITY OBLIGATIONS. 5.1. Issuance of Certificates of Completion for Each Completed Phase. Within ninety (90) calendar days following receipt by the City of a Notice of Completion, and assessment by the City of the information contained therein pursuant to Sections 4.9 and 4.10, if the City is able to verify that Company met all of the requirements of Section 4.1 (as to Phase II), Section 4.2 (as to Phase III), or Section 4.3 (as to Phase IV), as the case may be, the Director will issue Company a certificate stating the aggregate amount of Construction Costs caused to be expended on that Phase of the Project between the December 13, 2011 and the Completion Date of that Phase; the aggregate amount of Hard Construction Page 18 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. Costs caused to be expended for that Phase between December 13, 2011 and the Completion Date of that Phase; the aggregate Hard Construction Costs caused to be expended for that Phase specifically with Fort Worth Companies and Fort Worth Certified M/WBE Companies between December 13, 2011 and the Completion Date of that Phase; and the aggregate cost of New Taxable Tangible Personal Property installed on the Land by the Completion Deadline of that Phase (the "Certificate of Completion' ). The Certificate of Completion will serve as the basis for determining whether Company has met the requirements of Sections 4.1, 4.2 and 4.3 and the extent to which Company has met the Fort Worth Construction Commitment and the M/WBE Construction Commitment. 5.2. Program Grants. Subject to the terms and conditions of this Agreement, Company will be entitled to receive from the City nineteen (19) annual Program Grants. The amount of each Program Grant shall equal a percentage of the Program Source Funds, which percentage shall be calculated by multiplying the apphcable Maximum Program Percentage available for that Program Grant, as deteumined pursuant to the definition of ` Maximum Program Percentage" set forth in Section 2, by the sum of the Base Grant Percentage, Fort Worth Construction Percentage, the M/WBE Construction Percentage, the Overall Employment Percentage, the Fort Worth Employment Percentage, the Central City Employment Percentage, the Fort Worth Supply and Service Percentage, and the M/WBE Supply and Service Percentage, as defined in Sections 5.2 1, 5.2.2, 5.2.3, 5.2.4, 5.2.5, 5.2.6, 5.2.7, and 5.2.8, respectively, as follows: 5.2.1. Completion of Phases (37.5% of Applicable Maximum Program Percentage). Each Program Grant payable pursuant to this Agreement shall automatically include a base percentage equal to thirty-seven and one-half percent (37.5%) (the "Base Grant Percentage") on account of Company's completion of Phase I of the Project pursuant to and in accordance with the Tax Abatement Agreement. If Company does not complete Phase II, Phase III and/or Phase IV in accordance with this Agreement, the Maximum Program Percentage will be reduced in accordance with Section 2, but the Base Grant Percentage will remain at thirty-seven and one-half percent (37.5%). 5.2.2. Fort Worth Construction Cost Spending (Up to 12.5% of Applicable Maximum Program Percentage). Each Program Grant payable pursuant to this Agreement shall include a percentage that is based on the extent to which the Fort Worth Construction Commitment, as outlined in Section 4 4, has been met as of February 1 of the year in which a Program Grant is payable under this Page 19 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc Agreement (the "Fort Worth Construction Percentage"). The Fort Worth Construction Percentage will be calculated upon completion of a Phase (whether Phase II, Phase III or Phase IV) and recalculated each time another such Phase is completed, in each case as evidenced by the Certificate of Completion issued in accordance with Section 5.1 for the respective Phase. The Fort Worth Construction Percentage shall equal the product of twelve and one-half percent (12.5%) multiplied by the percentage by which the Fort Worth Construction Commitment has been met, which will be calculated in accordance with Section 4.4. If the Fort Worth Construction Commitment has been met or exceeded, the Fort Worth Construction Percentage will be twelve and one-half percent (12.5%). For example, tracking the examples provided in Section 4.4, if Company completes Phase II first and, following completion of Phase II Company had caused to be expended with Fort Worth Companies twenty- five percent (25%) of Hard Construction Costs for Phase II between the December 13, 2011 and the Phase II Completion Date, the Fort Worth Construction Percentage would be 10.4% instead of 12.5% (or 12.5% x [25%/30%], or .125 x .833, or .104) for the next Program Year and all subsequent Program Years until completion of another Phase (at which time the Fort Worth Construction Percentage would be recalculated). If Company completes Phase III next, and following completion of Phase III Company had caused to be expended with Fort Worth Companies thirty- six percent (36%) of Hard Construction Costs for Phase II and Phase III, combined, between December 13, 2011 and the Phase III Completion Date, the Fort Worth Construction Percentage would change from 10.4% to 12.5% because, at such point, the Fort Worth Construction Commitment will have been met or exceeded. 5.2.3. Fort Worth M/WBE Construction Cost Spending (Up to 6.25% of Applicable Maximum Program Percentage). Each Program Grant payable pursuant to this Agreement shall include a percentage that is based on the extent to which the M/WBE Construction Commitment, as outlined in Section 4.5, has been met as of February 1 of the year in which a Program Grant is payable under this Agreement (the "M/WBE Construction Percentage"). The M/WBE Construction Percentage will be calculated upon completion of a Phase (whether Phase II, Phase III or Phase IV) and recalculated each time another such Phase is completed, in each case as evidenced by the Certificate of Completion issued in accordance with Section 5.1 for the respective Phase. The M/WBE Construction Percentage shall equal the product of six and one -quarter percent (6.25%) multiplied by the percentage by which the M/WBE Construction Commitment has been met, which will be calculated in accordance with Section 4.5. If the Page 20 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. M/WBE Construction Commitment has been met or exceeded, the M/WBE Construction Percentage will be six and one -quarter percent (6.25%). For example, tracking the examples provided in Section 4.5, if Company completes Phase II first and, following completion of Phase II Company had caused to be expended with Fort Worth Certified M/WBE Companies sixteen percent (16%) of Hard Construction Costs for Phase II between December 13, 2011 and the Phase II Completion Date, the M/WBE Construction Percentage would be 4% instead of 6.25% (or 6.25% x [16%/25%], or .0625 x 64, or .04) for the next Program Year and all subsequent Program Years until completion of another Phase (at which time the M/WBE Construction Percentage would be recalculated). If Company completes Phase III next, and following completion of Phase III Company had caused to be expended with Fort Worth Certified M/WBE Companies twenty-nine percent (29%) of Hard Construction Costs for Phase II and Phase III, combined, between December 13, 2011 and the Phase III Completion Date, the M/WBE Construction Percentage would change from 4% to 6 25% because, at such point, the M/WBE Construction Commitment will have been met or exceeded. 5.2.4. Overall Employment (Un to 6.25% of Annlicable Maximum Program Percentage). Each Program Grant payable pursuant to this Agreement shall include a percentage that is based on the extent to which the applicable Overall Employment Commitment, as outlined in Section 4 6.1, was met in the previous calendar year (the "Overall Employment Percentage") The Overall Employment Percentage for each Program Grant shall equal the product of six and one -quarter percent (6.25%) multiplied by the percentage by which the Overall Employment Commitment was met in the previous calendar year, which will be calculated by dividing the actual number of Full-time Jobs provided on the Land in the previous calendar year by the applicable number of Full-time Jobs constituting the Overall Employment Commitment for the previous calendar year, as outlined in Section 4.61. For example, Section 4.6.1 establishes the Overall Employment Commitment for the 2015 calendar year at 4,500 Full-time Jobs If only 4,000 Full-time Jobs were provided on the Land during the 2015 calendar year, the Overall Employment Percentage for the Program Grant payable in the following Program Year would be 5.55% instead of 6.25% (or .0625 x [4,000/4,500]), or .0625 x .888, or .0555. If the Overall Employment Commitment was met or exceeded in a given calendar year, the Overall Employment Percentage for the Program Grant payable in the following Program Year would be six and one -quarter percent (6.25%). Page 21 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. 5.2.5. Fort Worth Emnlovment (Un to 12.5% of Applicable Maximum Program Percentage). Each Program Grant payable pursuant to this Agreement shall include a percentage that is based on the extent to which the Fort Worth Employment Commitment, as outlined in Section 4.6.2, was met in the previous calendar year (the "Fort Worth Employment Percentage") The Fort Worth Employment Percentage for each Program Grant shall equal the product of twelve and one-half percent (12.5%) multiplied by the percentage by which the Fort Worth Employment Commitment was met in the previous calendar year, which will be calculated by dividing the actual number of Full-time Jobs on the Land that were filled with Fort Worth Residents in the previous calendar year by the applicable number of Full- time Jobs constituting the Fort Worth Employment Commitment for the previous calendar year, as outlined in Section 4.6.2. For example, if the Fort Worth Employment Commitment for the 2015 calendar year was nine hundred (900) Full-time Jobs, and only six hundred seventy-five (675) Full-time Jobs were filled with Fort Worth Residents in that year the Fort Worth Employment Percentage for the Program Grant payable in the following Program Year would be 9.37% instead of 12.5% (or .125 x [675/900]), or .125 x .75, or .0937. If the Fort Worth Employment Commitment was met or exceeded in a given calendar year, the Fort Worth Employment Percentage for the Program Grant payable in the following Program Year would be twelve and one-half percent (12.5%). 5.2.6. Central City Emnlovment (Un to 12.5% of Applicable Maximum Program Percentage). Each Program Grant payable pursuant to this Agreement shall include a percentage that is based on the extent to which the Central City Employment Commitment, as outlined in Section 4 6.3, was met in the previous calendar year (the "Central City Employment Percentage"). The Central City Employment Percentage for each Program Grant shall equal the product of twelve and one-half percent (12.5%) multiplied by the percentage by which the Central City Employment Commitment was met in the previous calendar year, which will be calculated by dividing the actual number of Full-time Jobs on the Land that were filled with Central City Residents in the previous calendar year by the applicable number of Full-time Jobs constituting the Central City Employment Commitment for the previous calendar year, as outlined in Section 4 6 3 If the Central City Employment Commitment was met or exceeded in a given calendar year, the Central City Employment Percentage for the Program Grant payable in the following Program Year would be twelve and one-half percent (12.5%). Page 22 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. 5.2.7. Fort Worth Sunnly and Service Spending (Up to 6.25% of Applicable Maximum Program Percentage). Each Program Grant payable pursuant to this Agreement shall include a percentage that is based on the extent to which the Fort Worth Supply and Service Spending Commitment, as outlined in Section 4 7 1, was met in the previous calendar year (the "Fort Worth Supply and Service Percentage"). The Fort Worth Supply and Service Percentage for each Program Grant shall equal the product of six and one -quarter percent (6.25%) multiplied by the percentage by which the Fort Worth Supply and Service Spending Commitment was met in the previous calendar year, which will be calculated by dividing the amount of Supply and Service Expenditures made with Fort Worth Companies in the previous calendar year by the One Million Dollars ($1,000,000.00), which is the Fort Worth Supply and Service Spending Commitment for each applicable year. For example, if Company made only Eight Hundred Thousand Dollars ($800,000.00) in Supply and Service Expenditures during a given calendar year, the Fort Worth Supply and Service Percentage for the Program Grant payable in the following Program Year would be 5% instead of 6.25% (or .0625 x [$800,000/$1,000,000], or .0625 x .80, or .05). If the Fort Worth Supply and Service Spending Commitment was met or exceeded in a given calendar year, the Fort Worth Supply and Service Percentage for the Program Grant payable in the following Program Year would be six and one -quarter percent (6.25%). 5.2.8. M/WBE Supply and Service Spending (Up to 6.25% of Applicable Maximum Program Percentage). Each Program Grant payable pursuant to this Agreement shall include a percentage that is based on the extent to which the M/WBE Supply and Service Spending Commitment, as outlined in Section 4.7.2, was met in the previous calendar year (the "M/WBE Supply and Service Percentage' ). The M/WBE Supply and Service Percentage for each Program Grant shall equal the product of six and one -quarter percent (6.25%) multiplied by the percentage by which the M/WBE Supply and Service Spending Commitment was met in the previous calendar year, which will be calculated by dividing the amount of Supply and Service Expenditures made with Fort Worth Certified M/WBE Companies in the previous calendar year by the Five Hundred Thousand Dollars ($500,000.00), which is the M/WBE Supply and Service Spending Commitment for each applicable year. If the M/WBE Supply and Service Spending Commitment was met or exceeded in a given calendar year, the M/WBE Supply and Service Percentage for the Program Grant payable in the following Program Year would be six and one -quarter percent (6.25%). Page 23 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc 5.2.9. No Offsets. A deficiency in attainment of one commitment may not be offset by exceeding attainment in another commitment. For example, if Company failed to meet the M/WBE Construction Commitment by $5,000.00, but exceeded the Fort Worth Construction Commitment by $5,000.00, the M/WBE Construction Percentage would still be reduced in accordance with Section 5.2.3 on account of Company's failure to meet the M/WBE Construction Commitment 5.3. Deadline for Payments and Source of Funds. The first Program Grant payable hereunder (in other words, the Program Grant payable for Program Year 1) will be paid by the City on or before June 1, 2015, and each subsequent Program Grant payment will be paid on or before June 1 of the Program Year in which such payment is due. It is understood and agreed that all Program Grants paid pursuant to this Agreement shall come from currently available general revenues of the City and not directly from the Program Source Funds themselves Company understands and agrees that any revenues of the City other than those dedicated for payment of a given annual Program Grant pursuant to this Agreement may be used by the City for any lawful purpose that the City deems necessary in the carrying out of its business as a home rule municipality and will not serve as the basis for calculating any future Program Grant payment or other obligation to Company. 5.4. Waiver of Certain City Fees. Company and its Affiliates, and their contractors, will be required to apply for and receive all permits and other licenses and certificates required by the City with respect to all Phases of the Project. However, as further consideration for the public purposes that will be achieved from and on account of the Project and the expansion of Company s operations on the Land, unless otherwise prohibited by applicable law, ordinance rule or regulation, the City agrees to waive the following fees directly related to each Phase of the Project that would otherwise be charged by the City at any time between the Tax Abatement Agreement's Effective Date, as defined in Section 3 of the Tax Abatement Agreement, and the Completion Date of the Phase in question: (i) all building permit, plan review, inspection and re -inspection fees* (ii) all zoning fees* (iii) all temporary encroachment fees, (iv) all platting fees; and (v) all fire sprinkler and alarm permit fees. All other fees charged or assessed by the City in accordance with applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, transportation impact fees and water and sewer impact fees, are not waived hereunder and shall be fully payable by Company and its Affiliates, and their contractors. Page 24 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. 6. DEFAULT, TERMINATION AND FAILURE BY COMPANY TO MEET VARIOUS DEADLINES AND COMMITMENTS. 6.1. Termination of Tax Abatement Agreement. If the Tax Abatement Agreement is lawfully terminated in accordance with terms and conditions of the Tax Abatement Agreement, this Agreement shall automatically terminate contemporaneously upon the effectiveness of termination of the Tax Abatement Agreement 6.2. Failure to Submit Reports. If Company fails to submit any report or information to the City pursuant to and in accordance with the provisions of Section 4.8, the City shall notify Company in writing. Company shall have thirty (30) calendar days from the date of such notice to provide the City with any such report or information in full If the City has not received the report or information in full within such thirty (30) calendar days, the City shall have the right to terminate this Agreement by providing written notice to Company without further obligation to Company hereunder. 6.3. Failure to Pay City Taxes. An event of default shall occur under this Agreement if any City taxes owed by Company or an Affiliate or arising on account of Company's or an Affiliate's operations on the Land become delinquent and Company or the Affiliate does not either pay such taxes or properly follow the legal procedures for protest and/or contest of any such taxes. In this event, the City shall notify Company in writing and Company shall have thirty (30) calendar days to cure such default. If the default has not been fully cured by such time, the City shall have the right to terminate this Agreement immediately by providing written notice to Company and shall have all other rights and remedies that may be available to it under the law or in equity. 6.4. Violations of City Code. State or Federal Law. An event of default shall occur under this Agreement if any written citation is issued to Company or an Affiliate due to the occurrence of a violation of a material provision of the City Code on the Land or on or within any improvements thereon (including, without limitation, any violation of the City's Building or Fire Codes and any other City Code violations related to the environmental condition of the Land; the environmental condition of other land or waters which is attributable to operations on the Land; or to matters concerning the public health, safety or welfare) and such citation is not paid or the recipient of such citation does not properly follow the legal procedures for protest and/or Page 25 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. contest of any such citation. An event of default shall occur under this Agreement if the City is notified by a governmental agency or unit with appropriate jurisdiction that Company or an Affiliate, or any successor in interest thereto; any third party with access to the Land pursuant to the express or implied permission of Company or an Affiliate, or any successor in interest thereto* or the City (on account of the Project or the act or omission of any party other than the City on or after the Effective Date of this Agreement) is declared to be in violation of any material state or federal law, rule or regulation on account of the Land, improvements on the Land or any operations thereon (including, without limitation, any violations related to the environmental condition of the Land the environmental condition of other land or waters which is attributable to operations on the Land; or to matters concerning the public health, safety or welfare). Upon the occurrence of such default, the City shall notify Company in writing, and Company shall have (i) thirty (30) calendar days to cure such default or (ii) if Company has diligently pursued cure of the default but such default is not reasonably curable within thirty (30) calendar days, then such amount of time that the City reasonably agrees is necessary to cure such default If the default has not been fully cured by such time, the City shall have the right to terminate this Agreement immediately by providing written notice to Company and shall have all other rights and remedies that may be available it to under the law or in equity. 6.5. Knowing Emnlovment of Undocumented Workers. Company acknowledges that the City 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 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() (relating to federal criminal penalties and injunctions for a pattern or practice of employing unauthorized aliens), subject to any appellate rights that may lawfully be available to and exercised by Company, Company shall repay, within one hundred twenty (120) calendar days following receipt of written demand from the City, the aggregate amount of Program Grants received by Company hereunder, if any, plus Simple Interest at a rate of four percent (4%) per annum. For the purposes of this Section 6.5, "Simple Interest" is defined as a rate of interest applied only to an original value, in this case the aggregate amount of Program Grants paid pursuant to this Agreement. This rate of interest can be applied each year, but will only apply to the amount of Program Grants received hereunder and is not applied to interest calculated. For example, if the aggregate amount of Program Grants received by Company hereunder is $10,000 and it is required to be paid back with four percent (4%) interest five years later, the total Page 26 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. amount would be $10,000 + [5 x ($10,000 x 0 04)], which is $12,000. This Section 6.5 does not apply to convictions of any Affiliate of Company, any franchisees of Company, or any person or entity with whom Company contracts. Notwithstanding anything to the contrary herein, this Section 6.5 shall survive the expiration or termination of this Agreement. 6.6. Failure to Meet Construction Cost Spending, Employment. or Simply and Service Spending Commitments. A failure to meet the Fort Worth Construction Commitment, the M/WBE Construction Commitment, the Overall Employment Commitment, the Fort Worth Employment Commitment Central City Employment Commitment, the Fort Worth Supply and Service Spending Commitment, or the M/WBE Supply and Service Spending Commitment shall not constitute a default hereunder or provide the City with the right to terminate this Agreement, but, rather, shall only cause the amount of a given Program Grant payable to Company pursuant to this Agreement to be reduced in accordance with this Agreement. 6.7. General Breach. Unless stated elsewhere in this Agreement, Company shall be in default under this Agreement if Company breaches any term or condition of this Agreement. In the event that such breach remains uncured after thirty (30) calendar days following receipt of written notice from the City referencing this Agreement (or, if Company has diligently and continuously attempted to cure following receipt of such written notice but reasonably requires more than thirty (30) calendar days to cure, then such additional amount of time as is reasonably necessary to effect cure, as determined by both parties mutually and in good faith), the City shall have the right to terminate this Agreement immediately by providing written notice to Company. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Company and its Affiliates shall operate as independent contractors in each and every respect hereunder and not as agents, representatives or employees of the City. Company and its Affiliates shall have the exclusive right to control all details and day-to-day operations relative to the Land and any improvements thereon and shall be solely responsible for the acts and omissions of their officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Company acknowledges that the doctrine of respondeat superior will not apply as between the City and Company and its Affiliates, their officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees Company further agrees that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between the City and Company and its Affiliates. Page 27 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc 8. INDEMNIFICATION. COMPANY, AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) COMPANY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (it) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF COMPANY OR ITS AFFILIATES, THEIR OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE PROJECT; THE LAND AND ANY OPERATIONS AND ACTIVITIES THEREON; OR THE PERFORMANCE OF THIS AGREEMENT OTHERWISE. 9. NOTICES. All written 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: City: City of Fort Worth Attn City Manager 1000 Throckmorton Fort Worth, TX 76102 with copies to: Company: Bell Helicopter Textron, Inc. Attn Michael A Honkomp 600 East Hurst Blvd. Hurst, TX 76053 the City Attorney and Housing/Economic Development Dept. Director at the same address 10. ASSIGNMENT AND SUCCESSORS. Company may not assign, transfer or otherwise convey any of its rights or obligations under this Agreement to any other person or entity without the prior consent of the City Council, which consent shall not be unreasonably withheld, conditioned on (i) the prior approval of the assignee or successor and a finding by the City Council that the Page 28 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. proposed assignee or successor is financially capable of meeting the terms and conditions of this Agreement and (ii) prior execution by the proposed assignee or successor of a written agreement with the City under which the proposed assignee or successor agrees to assume and be bound by all covenants and obligations of Company under this Agreement Any attempted assignment without the City Council's prior consent shall constitute grounds for termination of this Agreement, which shall be effective ten (10) calendar days following receipt of written notice from the City to Company if such default has not been cured to the reasonable satisfaction of the City by such time. Any lawful assignee or successor in interest of Company of all rights under this Agreement shall be deemed "Company" for all purposes under this Agreement. 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. This Agreement will be subject to all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. 12. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers or immunities. 13. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 14. NO WAIVER. The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 15. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Page 29 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 16. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the City and Company, and any lawful assign or successor of Company, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 17. INTERPRETATION. In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. 18. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 19. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Company, and any lawful assign and successor of Company, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be amended unless executed in writing by both parties and approved by the City Council of the City in an open meeting held in accordance with Chapter 551 of the Texas Government Code. 20. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. [SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE] Page 30 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. EXIKCU'JI'JKD as of the last date indicated below: CITY OF FORA WO TH: By: Fernando Costa Assistant City Manager ATTEST: B Name: /V10 ,j, Title: &+j seetrefa rL1 Date: /,Z4y//i2 Date:/jd/3' APPROVED AS TO FORM AND LEGALITY: By: eefeA279--)a+ Peter Vaky Deputy City Attorney M&C: C-25367 12-13-11 ELL HELICOPTER TEXTRON, INC., a Delaware corporation: By: ame: Anthonv A. Vio[[o ame: Anthony A. Viotto Title: Executive Vice President and CFO Date: l2 Page 31 Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. OFFICIAL RECtl; CITY SECRETARY Ft WORTH, TX EXHIBITS "A" — Description and Map Depicting the Land (other than the Plant 3 Property) "B" — Map of Central City Economic Development Program Agreement between City of Fort Worth and Bell Helicopter Textron, Inc. Exhibit "A" Description and Map Depicting the Land (other than the Plant 3 Property) Bell Helicopter Hwy 10 and Trinity Fort Worth, TX 76053 EXHIBIT "A" BOUNDARY DESCRIPTION OF ZONE BELL HELICOPTER LEGAL DESCRIPTION OF 76.27 ACRES OF LAND DESCRIPTION OF A 76.27 ACRE TRACT OF LAND IN THE SIMON COTRAIL SURVEY, ABSTRACT NO 330 AND THE R.P. BARTON SURVEY, ABSTRACT NO.176, LOCATED WITHIN THE CITY LIMITS OF FORT WORTH, TARRANT COUNTY TEXAS. BEING ALL OF THE FOLLOWING PARCELS AS DESCRIBED IN DEED VOLUME 7231, PAGE 1786 AT THE COUNTY RECORDS BUILDING TARRANT COUNTY, TEXAS SAID 76.27 ACRE TRACT BEING COMPRISED OF THE FOLLOWING SIX (6) PARCELS OF LAND OUT OF SAID DEED. (1) PARCEL 'A' -1ST TRACT, 41.711 ACRE TRACT WHICH WAS FORMERLY A PARTITION DEED OF LOTS 'B', 'C', 'D', 'E AND 'F' OF THE HEIRS OF J H HURST ESTATE AND RECORDED IN VOLUME 1701, PAGE 419 WITH A CORRECTED DEED RECORDED IN VOLUME 2285, PAGE 476 (2) PARCEL A'-2ND TRACT, 13.2 ACRES (3) PARCEL 'B'-1ST TRACT, 0-.569 ACRES (4) PARCEL 'B -2ND TRACT, 0.182 ACRES (5) PARCEL 'D' 18 55 ACRES AND (6) PARCEL 'E', 2.0 ACRES SAID 76.27 ACRE TRACT OF LAND ALSO BEING PORTIONS OF LOTS 2, 3 AND 4 OF THE W.S HURST ESTATE, A SUB -DIVISION AS RECORDED IN THE 17TH DISTRICT COURT MINUTES, VOLUME A-17, PAGE 169 (CAUSE NO. 63210) CIVIL COURTS BUILDING, TARRANT COUNTY, TEXAS SAID 76 27 ACRE TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS BEGINNING AT A 5/8 INCH IRON PIN (SET) (SEE NOTE NO 4) IN THE MOST EASTERLY LINE OF SAID LOT 4, BEING THE INTERSECTION OF THE SOUTHERLY RIGHT-OF-WAY LINE OF E HURST BOULEVARD (ALSO KNOWN AS STATE HIGHWAY SPUR -NO 10) A 160 FOOT WIDE DEDICATED PUBLIC RIGHT-OF-WAY WITH THE WESTERLY RIGHT-OF-WAY LINE OF BELL SPUR, A 80 FOOT WIDE PUBLIC RIGHT-OF-WAY AT THIS POINT SAID -POINT BEING THE NORTHWEST CORNER OF THAT CERTAIN 2.787 ACRE TRACT TO THE CITY OF FORT WORTH OBTAINED BY JUDGMENT FOR STREET RIGHT-OF-WAY PURPOSES AND RECORDED IN VOLUME 78 PAGE 400 PARCEL 2, COUNTY COURT AT LAW, MINUTE RECORDS, TARRANT COUNTY, TEXAS. THENCE S 00°00'18" E, LEAVING THE SOUTHERLY RIGHT-OF-WAY LINE OF SAID E HURST BOULEVARD AND ALONG THE WESTERLY RIGHT-OF-WAY LINE OF BELL SPUR, AND SAID 2.787 ACRE TRACT AND THE EASTERLY LINE OF SAID LOT 4 W S. HURST ESTATE A DISTANCE OF 455.70 FEET TO A 5/8 INCH IRON PIN (SET), SAID POINT ALSO BEING THE SOUTHEAST CORNER OF THAT CERTAIN 2.0 ACRE TRACT OF LAND KNOWN AS PARCEL ' E" AS DESCRIBED BY DEED TO BELL HELICOPTER AND RECORDED IN VOLUME 7231, PAGE 1786, SAID COUNTY RECORDS THENCE S 00°11'42" W, CONTINUING ALONG THE WESTERLY RIGHT-OF-WAY LINE OF SAID BELL SPUR AT A DISTANCE OF 437.28 FEET PASS A POINT FROM WHICH THE MOST NORTHERLY CORNER OF THAT CERTAIN 0.192 ACRE TRACT OF LAND BEARS EASTERLY 5.45 FEET AND DESCRIBED IN DEEDS TO THE CITY OF FORT WORTH FOR ADDITIONAL STREET RIGHT-OF-WAY PURPOSES AND RECORDED IN VOLUME 4203, PAGE 289 AND VOLUME 4215, PAGE 430 SAID COUNTY RECORDS, AND THEN CONTINUING WITH SAME BEARING A DISTANCE OF 179.34 FEET ON ALL A TOTAL DISTANCE OF 616.62 FEET) TO A 5/8 INCH IRON (SET) ON THE WES 1 ERLY LINE OF SAID 0.192 ACRE TRACT 179.42 FEET SOUTHERLY FROM SAID MOST NORTHERLY CORNER THENCE LEAVING THE EASTERLY LINE OF SAID LOT 4 AND THE WESTERLY LINE OF SAID 2.787 ACRE TRACT FOR STREET RIGHT-OF-WAY AND ALONG THE WESTERLY LIMITS LINE OF SAID 0.192 ACRE TRACT, SAME ALSO BEING THE WES I ERLY RIGHT-OF-WAY LINE OF BELL SPUR THE FOLLOWING COURSES AND DISTANCES• S 01°56'06' W, A DISTANCE OF 20.67 FEET TO A 5/8 INCH IRON PIN (SET); S 05°21'34' W, A DISTANCE OF 100.40 FEET TO A 5/8 INCH IRON PIN (SET); S 10°25'14' W, A DISTANCE OF 101.60 FEET TO A 5/8 INCH IRON PIN (SET); S 12°46'38' W, A DISTANCE OF 99.71 FEET TO A 5/8 INCH IRON PIN (SET); THE SOUTHWEST CORNER OF SAID 0 192 ACRE TRACT SAID POINT BEING N 85°23'00' W, 54.95 FEET FROM THE SOUTHEAST CORNER OF AFOREMENTIONED LOT 4 AND ALSO BEING IN THE NORTHERLY RIGHT- OF-WAY LINE OF A 200 FOOT WIDE RAILROAD RIGHT-OF-WAY AS ORIGINALLY WAS DEEDED TO CHICAGO, ROCK ISLAND AND GULF RAILROAD CO. PRESENT RIGHT-OF-WAY LIMITS NOW BEING DESCRIBED BY DEED TO THE CITIES OF DALLAS AND FORT WORTH AND RECORDED IN VOLUME 7580, PAGE 920, SAID COUNTY RECORDS; THENCE N 85°23'00" W, LEAVING THE WESTERLY RIGHT-OF-WAY LINE OF SAID BELL SPUR AND ALONG THE NORTHERLY LINE OF SAID RAILROAD RIGHT-OF- WAY AND THE SOUTHERLY LINES OF AFOREMENTIONED LOTS 4, 3 AND 2 RESPECTIVELY OF SAID W.S. HURST ESTATES, A DISTANCE OF 2,665.47 FEET TO A 5/8 INCH IRON PIN (SET), SAID POINT BEING THE SOUTHWEST CORNER OF LOT "B" AND THE SOUTHEAST CORNER OF LOT "A' OUT OF THE AFOREMENTIONED PARTITION DEED TO THE HEIRS OF J.H. HURST ESTATE SAID POINT ALSO BEING THE SOUTHEAST CORNER OF LOT 1 SPRING LAKE MOBILE HOME PARK, AN ADDITION TO THE CITY OF FORT WORTH AS RECORDED IN PLAT VOLUME 388/52 PAGE 10, THENCE N 00°07 16" E, LEAVING SAID RAILROAD RIGHT-OF-WAY, ALONG THE COMMON LINE BETWEEN SAID LOTS "A" AND 'B", AND ALONG THE EASTERLY LINE OF SAID LOT 1, SPRING LAKE MOBILE HOME PARK, A DISTANCE OF 1, 126 33 FEET TO ITS NORTHEAST CORNER AND THE NORTHEAST AND NORTHWEST CORNERS RESPECTIVELY OF SAID LOTS "A" AND ' B" TO A 5/8 INCH IRON PIN (SET) SAID POINT ALSO BEING ONCE AGAIN IN THE SOUTHERLY RIGHT-OF-WAY LINE OF AFOREMENTIONED E HURST BOULEVARD; THENCE S 89°29'16' E, ALONG THE SOUTHERLY RIGHT-OF-WAY LINE OF SAID E HURST BOULEVARD AT A DISTANCE OF 644.62 FEET PASS A POINT FROM WHICH A TEXAS HIGHWAY DEPT CONCRETE MONUMENT (FOUND) BEARS NORTHERLY 0 42 FEET, AND THEN CONTINUING WITH SAME BEARING A DISTANCE OF 1,406 09 FEET (IN ALL A TOTAL DISTANCE OF 2 050 71 FEET) TO A 5/8 INCH IRON PIN, (SET) FROM WHICH A TEXAS HIGHWAY DEPT. CONCRETE MONUMENT (FOUND) BEARS NORTHERLY 1.05 FEET SAID 5/8 INCH IRON BEING THE POINT OF CURVATURE OF A CURVE TO THE LEFT HAVING A RADIUS OF 2 964.93 FEET, A CENTRAL ANGLE OF 12°46 39" AND A LONG CHORD WHICH BEARS N 84°07'24' E, 659.85 FEET; THENCE AROUND SAID CURVE, THE SOUTHERLY RIGHT-OF-WAY LINE OF E HURST BOULEVARD, A DISTANCE OF 661.22 FEET TO THE PLACE OF BEGINNING. CONTAINING 3.322 257 SQUARE FEET (76 27 ACRES) OF LAND, MORE OR LESS, TO BE KNOWN AS: LOT 1, BLOCK 1, BELL HELICOP 1'ER INDUSTRIAL PARK BELL HELICOPTER LEGAL DESCRIPTION OF 22.904 ACRES OF LAND BEING A TRACT OF LAND SITUATED IN THE S. COTRAIL SURVEY, ABSTRACT NUMBER 330, CITY OF FORT WORTH TARRANT COUNTY, TEXAS, BEING A PORTION OF LOT 1, BELL HELICOPTER INDUSTRIAL PARK AN ADDITION TO THE CITY OF FORT WORTH RECORDED IN VOLUME 388-128, PAGE 11, PLAT RECORDS TARRANT COUNTY, TEXAS AND BEING A PORTION OF THAT TRACT OF LAND DESCRIBED BY DEED TO BELL HELICOPTER TEXTRON, INC. AS RECORDED IN VOLUME 7231 PAGE 1786, COUNTY RECORD, TARRANT COUNTY, TEXAS AND BEING DESCRIBED AS FOLLOWS: COMMENCING AT A FOUND 5/8 INCH IRON ROD WITH CAP STAMPED `CARTER & BURGESS" AT THE SOUTHEAST CORNER OF SAID LOT 1, BEING ON THE NORTHERLY RIGHT-OF-WAY LINE OF TRINITY BOULEVARD (A 120 FOOT RIGHT-OF-WAY), AND BEING THE SOUTHEAST CORNER OF THAT TRACT OF LAND DESCRIBED BY DEED TO AAE PACIFIC PARK ASSOCIATES AS RECORDED IN INSTRUMENT NUMBER D211155065, COUNTY RECORDS, TARRANT COUNTY, TEXAS; THENCE SOUTH 88°39'31 'WEST, ALONG THE COMMON SOUTH LINE OF SAID LOT 1 AND SAID NORTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 426.13 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING SOUTH 88°39'31 'WEST, ALONG SAID COMMON LINE A DISTANCE OF 771 70 FEET TO THE EASTERLY LINE OF NORWOOD DRIVE (A 80 FOOT RIGHT-OF-WAY) AND THE SOUTHWEST CORNER OF SAID LOT 1; THENCE DEPARTING SAID COMMON LINE, NORTH 00°29 29"WEST, ALONG SAID EASTERLY RIGHT-OF-WAY LINE AND THE WESTERLY LINE OF SAID LOT 1 A DISTANCE OF 1108.50 FEET TO THE SOUTHERLY RIGHT-OF-WAY LINE OF C.R.I.&G. RAILROAD ( A 200 FOOT RIGHT-OF-WAY) AND THE NORTHWEST CORNER OF SAID LOT 1; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY LINE SOUTH 85°52 40"EAST, ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 973.32 FEET TO THE NORTHEAST CORNER OF SAID LOT 1; THENCE DEPARTING SAID SOUTHERLY LINE, SOUTH 30°22'29"EAST ALONG THE EASTERLY LINE OF SAID LOT 1 A DISTANCE OF 90 82 FEET TO THE NORTHERY LINE OF AFOREMENTIONED AAE PACIFIC PARK ASSOCIATES TRACT; THENCE DEPARTING SAID EASTERLY LINE, NORTH 85°54 10"WEST, ALONG THE SAID NORTHERLY LINE A DISTANCE OF 50.90 FEET TO A FOUND X-CUT IN CONCRETE, SAME BEING THE NORTHWEST CORNER OF SAID AAE PACIFIC PARK ASSOCIATES TRACT; THENCE ALONG THE WESTERLY LINE OF SAID AAE PACIFIC PARK ASSOCIATES TRACT, THE FOLLOWING FOUR COURSES 1) SOUTH 00°39'39"EAST, A DISTANCE OF 605.47 FEET TO A FOUND 5/8 INCH IRON ROD WITH CAP STAMPED ` CARTER & BURGESS" Jacobs Job No. WFXG5800 D643E November 15, 2011 J:UOB\WFXL2601\600 DISCIPLINE\613 Survey\613.7 Legal Descriptions\L2601_EX3.doc Page 1 of 2 2) THENCE SOUTH 12°52'41"WEST, A DISTANCE OF 211.95 FEET TO A FOUND 5/8 INCH IRON ROD WITH CAP STAMPED "CARTER & BURGESS"; 3) THENCE SOUTH 89°31'13"WEST, A DISTANCE OF 146.82 FEET TO A FOUND 5/8 INCH IRON ROD WITH CAP STAMPED "CARTER & BURGESS"; 4) THENCE SOUTH 00°54'45"EAST, A DISTANCE OF 132.46 FEET TO THE POINT OF BEGINNING. CONTAINING 22.904 ACRES OR 997,698 SQUARE FEET OF LAND, MORE OR LESS. BASIS OF BEARING IS THE TEXAS COORDINATE SYSTEM OF 1983, NORTH CENTRAL ZONE WITH A GRID TO GROUND SCALE FACTOR OF 1.00012. THIS LEGAL DESCRIPTION IS FOR CONVENIENCE PURPOSES ONLY AND NOT FOR THE CONVEYANCE OR SUBDIVISION OF REAL PROPERTY. JACOBS ENGINEERING 777 MAIN STREET FORT WORTH, TX 76102 THOMAS RUSCHKEWICZ So/o 6288y`1 SOtaOAi / t."6..,vCey UPC Jacobs Job No. WFXG5800 D643E November 15, 2011 J:UOB\WFXL2601 \600 DISCIPLINE\613 Survey\613.7 Legal Descriptions\L2601 EX3.doc Page 2 of 2 LEGAL DESCRIPTION OF 3 655 ACRES OF LAND BEING A TRACT OF LAND SITUATED IN THE S. COTRAIL SURVEY, ABSTRACT NUMBER 330, CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, BEING ALL OF THAT TRACT OF LAND DESCRIBED BY DEED TO AAE PACIFIC PARK ASSOCIATES AS RECORDED IN INSTRUMENT NUMBER D211155065 COUNTY RECORDS, TARRANT COUNTY TEXAS, AND BEING A PORTION OF LOTS 1 AND 2, BELL HELICOPTER INDUSTRIAL PARK, AN ADDITION TO THE CITY OF FORT WORTH RECORDED IN VOLUME 388-128, PAGE 11, PLAT RECORDS TARRANT COUNTY TEXAS AND DESCRIBED AS FOLLOWS: BEGINNING AT A FOUND 5/8 INCH IRON ROD WITH CAP STAMPED "CARTER & BURGESS" AT THE SOUTHEAST CORNER OF SAID AAE PACIFIC PARK ASSOCIATES TRACT, BEING THE SOUTHWEST CORNER OF SAID LOT 2, AND BEING IN THE NORTHERLY RIGHT-OF- WAY LINE OF TRINITY BOULEVARD (A 120 FOOT RIGHT-OF-WAY); THENCE ALONG THE COMMON SOUTH LINE OF SAID AAE PACIFIC PARK ASSOCIATES TRACT AND SAID NORTHERLY RIGHT-OF-WAY LINE SOUTH 88°39'31"WEST, 426.13 FEET; THENCE DEPARTING SAID COMMON LINE ALONG THE WESTERLY LINE OF SAID AAE PACIFIC PARK ASSOCIATES TRACT THE FOLLOWING BEARINGS AND DISTANCES: NORTH 00°54'45"WEST 132 46 FEET TO A FOUND 5/8 INCH IRON ROD WITH CAP STAMPED "CARTER & BURGESS"; NORTH 89°31' 13"EAST, 146.82 FEET TO A FOUND 5/8 INCH IRON ROD WITH CAP STAMPED "CARTER & BURGESS"; NORTH 12°52'41"EAST, 211.95 FEET TO A FOUND 5/8 INCH IRON ROD WITH CAP STAMPED "CARTER & BURGESS'; THENCE NORTH 00°39'39"WEST, 605.47 FEET TO A FOUND X-CUT IN AT THE NORTHWEST CORNER OF SAID AAE PACIFIC PARK ASSOCIATES TRACT; THENCE ALONG THE NORTH LINE OF SAID AAE PACIFIC PARK ASSOCIATES TRACT SOUTH 85°54' 10"EAST, 115.80 FEET TO THE NORTHEAST CORNER OF SAID AAE PACIFIC PARK ASSOCIATES TRACT; THENCE ALONG THE EAST LINE OF SAID AAE PACIFIC PARK ASSOCIATES TRACT THE FOLLOWING COURSES AND DISTANCES• SOUTH 01 °20'08"EAST, 570.97 FEET TO A FOUND 5/8 INCH IRON ROD WITH CAP STAMPED "CARTER & BURGESS", THE BEGINNING OF A CURVE TO THE LEFT; ALONG SAID CURVE TO THE LEFT AN ARC DISTANCE OF 137.80 FEET, THROUGH A CENTRAL ANGLE OF 19°44' 18 , HAVING A RADIUS OF 400.00 FEET, THE LONG CHORD OF WHICH BEARS SOUTH 11 ° 12' 16' EAST, 137 12 FEET TO A FOUND 5/8 INCH IRON ROD WITH CAP STAMPED `CARTER & BURGESS" Jacobs Job No. WFXG5800 D643E November 08, 2011 J:UOB\WFXL2601\600 DISCIPLINE1613 Survey\613.7 Legal Descriptions\L2601_EXl.doc Page 1 of 2 SOUTH 21°04'24"EAST, 238.07 FEET TO THE POINT OF BEGINNING. CONTAINING 3.655 ACRES OR 15,212 SQUARE FEET OF LAND, MORE OR LESS. THIS LEGAL DESCRIPTION IS FOR CONVENIENCE PURPOSES ONLY AND NOT FOR THE CONVEYANCE OR SUBDIVISION OF REAL PROPERTY. Jacobs Job No. WFXG5800 D643E November 08, 2011 J:UOB\WFXL26011600 DISCIPLINE\613 Survey\613.7 Legal Descriptions\L2601_EX1.doc Page 2 of 2 BELL HELICOPTER LEGAL DESCRIPTION OF 19.904 ACRES OF LAND BEING A TRACT OF LAND SITUATED IN THE S. COTRAIL SURVEY, ABSTRACT NUMBER 330, BEING ALL OF THAT TRACT OF LAND DESCRIBED TO AAE PACIFIC PARK ASSOCIA TES AS RECORDED IN INSTRUMENT NUMBER D211155065, COUNTY RECORDS, TARRANT COUNTY, TEXAS, BEING A PORTION OF LOT 1, BLOCK 4, BELL HELICOPTER INDUSTRIAL PARK, AN ADDITION TO THE CITY OF FORT WORTH AS RECORDED IN VOLUME 388-128, PAGE 11, PLAT RECORDS TARRANT COUNTY, TEXAS, AND BEING A PORTION OF LOT 2, BLOCK 4 BELL HELICOPTER INDUSTRIAL PARK AN ADDITION TO THE CITY OF FORT WORTH AS RECORDED IN VOLUME 388-133, PAGE 37, SAID PLAT RECORDS, AND BEING DESCRIBED AS FOLLOWS: BEGINNING AT A FOUND 5/8 INCH IRON ROD WITH CAP STAMPED "CARTER & BURGESS' AT THE SOUTHWEST CORNER OF SAID AAE PACIFIC PARK ASSOCIATES TRACT, BEING THE SOUTHWEST CORNER OF SAID LOT 2, AND BEING ON THE NORTHERLY RIGHT-OF-WAY LINE OF TRINITY BOULEVARD (A 120 FOOT RIGHT-OF-WAY); THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY LINE, ALONG THE WESTERLY LINE OF SAID AAE PACIFIC PARK ASSOCIATES TRACT THE FOLLOWING THREE COURSES: 1) NORTH 21°04'24"WEST, A DISTANCE OF 238.07 FEET TO A FOUND 5/8 INCH IRON ROD WITH CAP STAMPED `CARTER & BURGESS", THE BEGINNING OF A CURVE TO THE RIGHT, 2) THENCE ALONG SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 137.80 FEET, THROUGH A CENTRAL ANGLE OF 19°44' 18", HAVING A RADIUS OF 400.00 FEET, THE LONG CHORD OF WHICH BEARS NORTH 11°12'16"WEST, A DISTANCE OF 137.12 FEET TO A FOUND 5/8 INCH IRON ROD WITH CAP STAMPED "CARTER & BURGESS", 3) THENCE NORTH 01°20'08"WEST, A DISTANCE OF 570.97 FEET TO THE NORTHWEST CORNER OF SAID AAE PACIFIC PARK ASSOCIATES TRACT; THENCE DEPARTING SAID WESTERLY LINE SOUTH 85°54' 10"EAST, ALONG THE NORTHERLY LINE OF SAID AAE PACIFIC PARK ASSOCIATES TRACT A DISTANCE OF 1004 24 FEET; THENCE DEPARTING SAID NORTHERLY LINE, SOUTH O1°20 08"EAST, ALONG THE EASTERLY LINE OF SAID AAE PACIFIC PARK ASSOCIATES TRACT A DISTANCE OF 834.98 FEET TO A FOUND 5/8 INCH IRON ROD WITH CAP STAMPED "CARTER & BURGESS" IN THE COMMON SOUTH LINE OF SAID AAE PACIFIC PARK JACOBS Job No. WFXL2601 November 15, 2011 J:UOB\WFXL2601\600 DISCIPLINE\613 Survey\613.7 Legal Descriptions\L2601 EX2.doc Page 1 of 2 ASSOCIATES TRACT AND THE AFOREMENTIONED NORTHERLY RIGHT-OF-WAY LINE OF TRINITY BOULEVARD; THENCE SOUTH 88°39'31' WEST, ALONG SAID COMMON LINE A DISTANCE OF 895.83 FEET TO THE POINT OF BEGINNING. CONTAINING 19.904 ACRES OR 867,018 SQUARE FEET OF LAND, MORE OR LESS. BASIS OF BEARING IS THE TEXAS COORDINATE SYSTEM OF 1983, NORTH CENTRAL ZONE WITH A GRID TO GROUND SCALE FACTOR OF 1.00012. THIS LEGAL DESCRIPTION IS FOR CONVENIENCE PURPOSES ONLY AND NOT FOR THE CONVEYANCE OR SUBDIVISION OF REAL PROPERTY. JACOBS ENGINEERING 777 MAIN STREET FORT WORTH TX 76102 JACOBS Job No. WFXL2601 November 15, 2011 J:UOB\WFXL2601\600 DISCIPLINE\613 Survey\613.7 Legal Descriptions\L2601_EX2.doc Page 2 of 2 BELL HELICOPTER LEGAL DESCRIPTION OF 34.942 ACRES OF LAND BEING A TRACT OF LAND SITUATED IN THE S. COTRAIL SURVEY, ABSTRACT NUMBER 330, AND THE R T BARTON SURVEY, ABSTRACT NUMBER 176, BEING A PORTION OF LOT 2, BLOCK 4, BELL HELICOP I ER INDUSTRIAL PARK, AN ADDITION TO THE CITY OF FORT WORTH AS RECORDED IN VOLUME 388-133, PAGE 37, PLAT RECORDS, TARRANT COUNTY TEXAS, AND BEING A PORTION OF THAT TRACT OF LAND DESCRIBED BY DEED TO BELL HELICOPTER TEXTRON, INC. AS RECORDED IN VOLUME 7231, PAGE 1786, COUNTY RECORD, TARRANT COUNTY, TEXAS SAID PLAT RECORDS, AND BEING DESCRIBED AS FOLLOWS: BEGINNING AT A FOUND 5/8 INCH IRON ROD WITH CAP STAMPED "CARTER & BURGESS" AT THE SOUTHEAST CORNER OF THAT TRACT OF LAND DESCRIBED BY DEED TO AAE PACIFIC PARK ASSOCIATES, AS RECORDED IN INSTRUMENT NUMBER D211155065, COUNTY RECORDS, TARRANT COUNTY, TEXAS AND BEING ON THE NORTHERLY RIGHT-OF-WAY LINE OF TRINITY BOULEVARD (A 120 FOOT RIGHT-OF-WAY); THENCE DEPARTING SAID NORTHERLY RIGHT-OF-WAY LINE, NORTH O1 °20 08"WEST ALONG THE EASTERLY LINE OF SAID AAE PACIFIC PARK ASSOCIATES TRACT A DISTANCE OF 834.98 FEET TO THE NORTHEAST CORNER OF SATT) AAR PACIFIC PARK ASSOCIATES TRACT; THENCE DEPARTING SAID EASTERLY LINE, NORTH 85°54' 10"WEST, ALONG THE NORTHERLY LINE OF SAID AAE PACIFIC PARK ASSOCIATES TRACT A DISTANCE OF 1069 13 FEET TO THE WESTERLY LINE OF SAID LOT 2; THENCE DEPARTING SAID NORTHERLY LINE, NORTH 30°22'29 'WEST, ALONG SAID WESTERLY LINE A DISTANCE OF 90.82 FEET TO THE NORTHWEST CORNER OF SAID LOT 2, BEING IN THE SOUTHERLY RIGHT-OF-WAY LINE OF C.R.I &G. RAILROAD (A 200 FOOT RIGHT-OF-WAY); THENCE SOUTH 85°54 29"EAST, ALONG THE COMMON NORTHERLY LINE OF SAID LOT 2 AND SAID SOUTHERLY RIGHT-OF-WAY LINE A DISTANCE OF 2864.82 FEET TO THE WESTERLY RIGHT-OF-WAY LINE OF BELL SPUR (A 120' RIGHT-OF-WAY) SAME BEING THE NORTHEAST CORNER OF SAID LOT 2; THENCE DEPARTING SAID COMMON LINE, SOUTH 00'51'39" EAST ALONG THE COMMON EASTERLY LINE OF SAID LOT 2 AND SAID WES I'ERLY RIGHT-OF-WAY LINE A DISTANCE OF 745.68 FEET TO THE AFOREMENTIONED NORTHERLY RIGHT- OF-WAY LINE OF TRINITY BOULEVARD AND THE SOUTEAST CORNER OF SAID LOT 2, SAME BEING THE BEGINNING OF A NON -TANGENT CURVE TO THE LEFT; JACOBS Job No WFXL260I November 15, 2011 J:VOB\WFXL26011600 DISCIPLINE\6I3 Survey\613.7 Legal Descriptions\L2601_EX4.doc Page 1 of 2 THENCE ALONG SAID NORTHERLY RIGHT-OF-WAY LINE AND SAID NON - TANGENT CURVE TO THE LEFT AN ARC DISTANCE OF 95.50 FEET, THROUGH A CENTRAL ANGLE OF 01°25'53" HAVING A RADIUS OF 3822.39 FEET THE LONG CHORD OF WHICH BEARS SOUTH 89°22'46' WEST, A DISTANCE OF 95.50 FEET, THENCE SOUTH 88°39'3 1"WEST, CONTINUING ALONG SAID NORTHERLY RIGHT- OF-WAY A DISTANCE OF 1641.90 FEET TO THE POINT OF BEGINNING CONTAINING 34.942 ACRES OR 1,522,074 SQUARE FEET OF LAND, MORE OR LESS. BASIS OF BEARING IS THE TEXAS COORDINATE SYSTEM OF 1983, NORTH CENTRAL ZONE WITH A GRID TO GROUND SCALE FACTOR OF 1.00012. THIS LEGAL DESCRIPTION IS FOR CONVENIENCE PURPOSES ONLY AND NOT FOR THE CONVEYANCE OR SUBDIVISION OF REAL PROPERTY. JACOBS ENGINEERING 777 MAIN STREET FORT WORTH TX 76102 JACOBS Job No WFXL2601 November 15, 2011 J:VOB\WFXL26011600 DISCIPLINE\613 Survey\613.7 Legal Descriptions\L2601_EX4.doc Page 2 of 2 Exhibit "B" Map of Central City 76020 ?,dsi 76135 76008 76108 i7n 76126 CDBG Eligible Areas & Central City 76127 0 1 2 i 76132 76052 76133 76123 76036 4 76131 • 6 761 w 76134 76104 *1' P 8 Miles 70248 1 76148 76180 7611 t 7 7611 �8� 76119 7614E 76028 76060 \7 Planning Department 10/21/04-BK 76092 76054 76021 76022 76040 7053 Ntri 76120 06 76012 76013 76016 1.4 76017 76001 76063 06) 76015 EORT WORTH ,s1 DATER CODE SUBJECT: COUNCIL ACTION: Approved on 12/13/2011 Official site of the City of Fort Worth, Texas FORT WoRTlf 12/13/2011 REFERENCE C-25367 LOG NAME: 17EDPABELLHELICOPTER NO.: C TYPEs NON- PUBLIC NO CONSENT HEARING: Authorize Execution of One Year Tax Abatement and a Nineteen Year Chapter 380 Economic Development Program Agreement with Bell Helicopter Textron, Inc., for the Expansion and Consolidation of the Main Headquarters Operations and Associated Facilities Including the Central Distribution Center in the Vicinity of Highway 10 and Trinity Boulevard and the Waiver of Certain Related Development Fees (COUNCIL DISTRICT 5) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a one-year Tax Abatement Agreement and a 19-year Economic Development Program Agreement with Bell Helicopter Textron, Inc., for the expansion and consolidation of the main headquarters operations in the vicinity of the intersection of Highway 10 and Trinity Boulevard and 2. Approve the waiver of certain related development fees. DISCUSSION: The City Council has by separate action adopted an ordinance designating Tax Abatement Reinvestment Zone No. 78 (the Zone), which encompasses property in the vicinity of Highway 10 and Trinity Boulevard in the City including the headquarters property of Bell Helicopter Textron, Inc (Company). The Housing and Economic Development Department is proposing a one-year Tax Abatement Agreement and a 19-year Economic Development Program Agreement (EDPA) with Company that would abate or grant an amount equal to a maximum of 80 percent (or 85 percent in any year that Company has more than 5,000 employees at the site) of all the City's taxes on the incremental value of the real and personal property for a total period of 20 years, conditioned on Company's expansion and consolidation of its main headquarters operations and associated facilities in the Zone. Proiect: Company plans to expend or cause to be expended $75 million in real property improvements and $160 million in non -inventory personal property improvements by December 31, 2015 for the construction, expansion and renovation of improvements at its headquarters site, which will include a new administration building, employee center and training academy. These improvements will be constructed in four phases Phase I consists of the construction of a new employee center that must be completed by December 31, 2012 and have a minimum real property investment of $5 million and personal property investment of $27 million If Company meets these commitments, it will receive a maximum 80 percent tax abatement for the 2013 tax year, calculated as specified below. The Tax Abatement Agreement will then expire. Failure to meet the minimum investment required for Phase I is a condition of default and will result in the immediate termination of both the Tax Abatement Agreement and the EDPA. P hase II consists of the construction of the relocation, consolidation and renovation for the facility housing repair and overhaul activities, as well as the relocation of inventory to the central distribution center. Phase II must be completed by December 31, 2014 and will have a minimum real property investment of $5 million and personal property investment of $34 million. Failure to meet the minimum additional new investment required for Phase II will result in the maximum annual program grants under the EDPA being reduced to 65 percent for the remainder of the term. P hase III consists of the construction of a new main headquarters and administration building and associated infrastructure that will have a minimum real property investment of $50 million and a personal property investment of $32 million. Phase III also must be completed by December 31, 2014. Failure to meet the minimum additional new investment required for Phase III will result in the maximum program grants under the EDPA being reduced to a maximum of 50 percent for the remainder of the term. P hase IV consists of the construction of a new training academy at Norwood Drive and Trinity Boulevard that will have a minimum real property investment of $15 million and a personal property investment of $67 million. Phase IV must be completed by December 31, 2015. Failure to meet the minimum additional new investment required for Phase IV will result in the program grant percentage applicable in the previous year (whether 80 percent, 65 percent or 50 percent) being reduced by another 5 percent for the remainder of the term of the EDPA. In no event will any percentage of abatement or program grant in a given year exceed, in the aggregate, a 10 to 1 ratio of private investment to public incentive under the Agreements. For example, if Company makes the minimum investment contemplated for each Phase, its total private investment will be $235 million, meaning that the combined abatements and program grants over the course of the 20-year program could not exceed $23.5 million in the aggregate. However, for purposes of calculating this ratio annually for the first 10 years of the term, the City will count additional private investment made by Company after completion of the phases described above, provided that in order for capital costs to be included, Company must expend at least 30 percent of such additional hard construction costs with Fort Worth companies and at least 25 percent of such additional hard construction costs with Fort Worth certified M/WBE companies. In other words, based on the example above, if in the seventh year of the term of the EDPA, Company also made an additional capital investment of $20 million in real property improvements (and at least 30 percent of such hard construction costs were made with Fort Worth companies and at least 25 percent of such hard construction costs were made with Fort Worth certified M/WBE companies) and Company made an additional $5 million personal property investment, Company would receive credit for having made an aggregate private investment of $260 million, and the cap on the incentives at that point would be increased from $23.5 million to $26 million. Utilization of Fort Worth Companies and Fort Worth M/WBE Businesses (Real Property Improvements): Company will be required to spend a minimum of 30 percent of all hard construction costs of real property improvements with contractors that are Fort Worth companies and a minimum of 25 percent of all hard construction costs of real property improvements with contractors that are Fort Worth certified Minority/Women Business Enterprise companies (with the understanding that dollars spent with Fort Worth certified M/WBE companies will also count as dollars spent with Fort Worth companies). Employment Commitments: As a part of the expansion and consolidation, Company will employ a minimum of 4 500 Full Time Employees (FTEs) at the site, including retained and relocated staff, by December 31, 2014 and continuing through December 31, 2020. After this period, the employment commitments will be as follows: a. A minimum of 4,100 FTEs by December 31, 2022; b. A minimum of 3,900 FTEs by December 31, 2028 and for the remainder of the Agreement. Company will be required to fill a minimum of 20 percent of the total FTE's with Fort Worth residents and a minimum of 5 percent of the total FTE's with Central City residents during all years of the Agreement. If Company has more than 5,000 FTEs in any given year of the Agreement, the applicable percentage of abatement or grant described above (i.e. 80 percent, 65 percent, 50 percent, or 45 percent) shall be increased by 5 percent for the abatement or grant available in the following year. Utilization of Fort Worth Companies and Fort Worth M/WBE Businesses (Supply & Services): Company has committed to spend a minimum of $1,000,000.00 of annual discretionary service and supply expenditures with Fort Worth companies and a minimum of $500,000.00 of annual discretionary service and supply expenditures with Fort Worth M/WBE certified M/WBE companies. These commitments apply to each year of the program. Discretionary service and supply contracts shall include all expenditures, whether under written contract or ad hoc purchases, other than for electric, gas and water utilities related to the operation and maintenance of the project, including amounts paid to eligible companies or contractors for personnel. Except for cases of default, failure to meet a goal will result in a reduction of the corresponding component of the grant for that year proportional to the amount the goal was not met, or for the duration of the Agreement in the case of construction goals. City Commitments: In accordance with the limits specified above, the City will provide for annual grant payments up to a maximum 80 percent (or 85 percent if Company has more than 5,000 full-time jobs on the site in any given year) of all of the new ad valorem taxes collected from Company above the existing net base value of $2,183 040 (current taxes), defined as the Annual Base Grant, which amount is contingent on both meeting the overall investment criteria and thereafter having met and/or meeting all additional criteria of the Agreement. The grant payments will be allocated as shown in the following chart. Potential Grant 30 percent 10 percent 5 percent 5 percent 10 percent 10 percent 5 percent 5 percent Company Commitment Real and Personal Property Investment Fort Worth Contractors Fort Worth M/WBE Contractors Overall Employment Employment of Fort Worth Residents Employment of Fort Worth Central City Residents Utilization of Fort Worth Companies for Supplies and Services Utilization of Fort Worth M/WBE Companies for Supplies and Services TOTAL 80 percent If a reduction in the grant is required due to the required investment on one or more of the additional phases not being realized the total grant payment will be reduced proportionally in each of the categories so that the total maximum abatement meets the lower maximum as outlined in the agreement commitments. Fee Waivers: The City will waive the following fees related to the project that would otherwise be charged by the City at any time prior to December 31 2015 (i) all building permit, plan review, inspection, and re - inspection fees; (ii) all zoning fees; (iii) all temporary encroachment fees; (iv) all platting fees; and (v) all fire, sprinkler, and alarm permit fees. All other fees charged or assessed by the City in accordance with applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, transportation impact fees and water and sewer impact fees, are not waived and shall be fully payable. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for Citv Manaaer's Office bv: Fernando Costa (6122) Oriainatina Department Head: Jay Chapa (5804) Additional Information Contact: Robert Sturns (8003) ATTACHMENTS Bell Location Man.ndf