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COUNTY OF TARRANT §
TAX ABATEMENT AGRE�EIVIl]E11 f
This TAX ABATEMENT 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; AMERICAN AIRLINES, INC.
("Company"), a Delaware corporation; and the DALLAS/FORT WORTH
INTERNATIONAL AIRPORT BOARD (the "Board"),
RECITALS
A. On May 20, 2014, the City Council of the City of Fort Worth ("City
Council") adopted Resolution No. 4322-05-2014, stating that the City elects to be eligible
to participate in tax abatement and setting forth guidelines and criteria governing tax
abatement agreements entered into between the City and various third parties, entitled
"General Tax Abatement Policy" (the "Policy"), which is incorporated herein by reference
and hereby made a part of this Agreement for all purposes.
B. The Policy contains appropriate guidelines and criteria governing tax
abatement agreements to be entered into by the City as contemplated by Chapter 312 of the
Texas Tax Code, as amended (the "Code"),
C. On November 10, 2015, the City Council adopted Ordinance No. 21968-11-
2015 (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 91, City of
Fort Worth, Texas (the "Zone").
D. The property included in the Zone is also qualifies for tax abatement due to
its location within a census tract block group that qualifies as an enterprise zone under
Chapter 2303 of the Government Code.
E. Company is a certificated air carrier.
F. Company intends to acquire a leasehold interest in approximately 97.01
acres of property in the City and combine such property with approximately 0.689 acres
it currently leases, for a combined project site of 97.701 acres more specifically described
in Exhibit "A" (the "Land"). The Land is located within the boundaries of Dallas/Fort
Worth International Airport, and the leaseholds for both portions of the Land originated
in the same lease between the Board and Company. The Board as well as the governing
bodies of the City of Fort Worth and the City of Dallas have approvec execution o T an
OFFICIAL RECORD
Page 1 CITY SECRETARY
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc. (Headquarters) FT. WORTHTX
,
amendment and restatement of the lease of the Land between the Board and Company.
Company wishes to construct a new corporate headquarters facility on the Land
consisting of not less than 900,000 square feet of floor area in office and complimentary
and associated uses (the "Required Improvements") along with ancillary improvements
and facilities, which may include such improvements as dining facilities, conferencing
facilities, recreational amenities or similar types of improvements supporting the
corporate headquarters facility (the "Ancillary Improvements"). Exhibit "A" is
attached hereto and hereby made a part of this Agreement for all purposes.
G. In order to encourage Company to undertake the Required Improvements,
the City has offered a fifteen (15)-year economic development incentive consisting of (i)
a one (1)-year real and personal property tax abatement, as governed by this Agreement,
and (ii) an Economic Development Program Grant Agreement that provides for the City
to pay fourteen (14) annual economic development grants to Company, as authorized by
Chapter 380 of the Texas Local Government Code and governed by that certain
Economic Development Program Grant Agreement to be by and between the City and
Company, as authorized by the City Council's approval during its regular meeting on
November 10, 2015 of agenda item M&C C-27526 (the "Economic Development
Program Agreement").
H. Company has submitted an application for tax abatement to the City
concerning the Land, the Required Improvements and Ancillary Improvements, the
leasehold interest in the Land and the Required Improvements, and New Taxable
Tangible Personal Property to be located on the Land (the "Application"), which
Application is attached hereto as Exhibit "B" and hereby made a part of this Agreement
for all purposes.
I. The Required Improvements that are contemplated hereunder and the terms
oI this Agreement are consistent with encouraging development of the Zone and generating
economic development and employment retention opportunities in the City, in accordance
with the purposes for creation of the Zone, and are in compliance with the Policy, the
Ordinance and other applicable laws, ordinances, rules and regulations.
J. The provisions of this Agreement, and the proposed use of the Land and
nature of the Required Improvements, satisfy the eligibility criteria for
commercial/industrial tax abatement pursuant to Section 4.3 of the Policy.
K. Written notice that the City intends to enter into this Agreement, along with
a copy of this Agreement, has been furnished in the manner prescribed by the Code to the
presiding officers of the governing bodies of each of the taxing units that have jurisdiction
over the Land.
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: AGREEMENT
Page 2
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Ina (Headquarters)
1. INCORPORATION OF RECITALS; LIMITED ROLE OF THE BOARD.
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. The Board joins this Agreement as a party solely to
memorialize that (1) the Board has leased or will lease the Land to Company on terms and
conditions substantially in accordance with the Lease attached hereto as Exhibit "C" and
(ii) the Board consents to construction of the Required Improvements and Ancillary
Improvements solely in accordance with the Lease. The City and Company agree that
this Agreement does not impose any kind of financial or other obligation or liability on
the Board or the City of Dallas, and that neither the Board nor the City of Dallas are
responsible for performance of any of the obligations set forth in this Agreement.
However, it is a condition of the Abatement provided hereunder that the Board has
executed the Lease.
2. DEFINITIONS.
In addition to terms defined in the body of this Agreement, the following terms
will have the definitions ascribed to them as follows:
Abatement means the abatement of a percentage of the Combined Tax
Increment, calculated in accordance with this Agreement, not to exceed (i) 75% if the
Combined Taxable Value is less than $100,000,000.009 (ii) 80% if the Combined Taxable
Value is at or between $100,000,000.00 and $199,999,999.99; (iii) 85% if the Combined
Taxable Value is at or between $200,000,000.00 and $299,999,999.99; and (iv) 90% if
the Combined Taxable Value is $300,000,000.00 or more.
Affiliate means all entities, incorporated or otherwise, under common control
with, controlled by or controlling Company. For purposes of this definition, "control"
means fifty percent (50%) or more of the ownership determined by either value or vote.
Ancillary Improvements has the meaning ascribed to it in Recital F.
Application has the meaning ascribed to it in Recital H.
Base Year Value means the sum of any taxable value of the Land, improvements
on the Land, leasehold in the Land and improvements, and Taxable Tangible Personal
Property located on the Land for tax year 2015, which sum is agreed to be Five Million,
Three Hundred Seventy-one Thousand, One Hundred Eighty-eight Dollars
($5,3715188.00).
Certificate of Completion has the meaning ascribed to it in Section 5.1.
Code has the meaning ascribed to it in Recital B.
Page 3
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Ina (Headquarters)
Combined Tax Increment means the City's assessed ad valorem taxes for the
Commencement Tax Year that are based on the value of the Leasehold Interest, along
with the taxable value of the Land and all improvements thereon, if any, and on the value
of Taxable Tangible Personal Property over the Base Year Value.
Combined Taxable Value means the sum of any taxable appraised value for the
Commencement Tax Year of: i) the Leasehold Interest, ii) the Land and any
improvements located on the Land (should such interests become taxable at any time
prior to, or during, the Commencement Tax Year), and iii) Taxable Tangible Personal
Property,
Commencement Tax Year means the tax year inclusive of, or following, the
Completion Date that Company elects to commence the abatement by filing with the
Tarrant Appraisal District an Application for Property Tax Abatement Exemption
between January 1 and April 30 of said tax year and providing a copy of the Application
for Property Tax Abatement Exemption to the City. The Commencement Tax Year shall
not be later than tax year 2020,
Completion Date means (i) the date as of which all occupiable Required
Improvements constructed on the Land have received at least a temporary certificate of
occupancy from the City, and (ii) the City has verified completion of all required Public
Improvements, as evidenced by a written statement signed by both the City and
Company's general contractor that the final punch list related to the Public Improvements
has been completed.
Completion Deadline means December 31, 2019.
Construction Costs means Hard Construction Costs, plus the following costs
expended by Company directly in connection with construction of the Required
Improvements and Ancillary Improvements: engineering, architectural and other design
and consulting fees (including such costs expended prior to the date of this Agreement);
construction management fees; costs of governmental permits and inspection fees related
to site preparation and construction; and landscaping.
Corporate Headquarters means the largest administrative office of American
Airlines, Inc. (or its successor) housing the senior executives and office personnel and
identified in materials as its main domestic corporate headquarters.
DFW means Dallas/Fort Worth International Airport.
Director means the director of the City's Economic Development Department.
Economic Development Program Agreement has the meaning ascribed to it in
Recital G.
Page 4
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc. (Headquarters)
Effective Date has the meaning ascribed to it in Section 3,
Fort Worth Certified Nt/WBE 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.
Fort Worth Construction Percenta;;e has the meaning ascribed to it in Section
5.2.2.
Fort Worth Employment Commitment has the meaning ascribed to it in
Section 4.6.2.
Fort Worth Employment Percentage has the meaning ascribed to it in Section
5.2.5.
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 5.2.6.
Fort Worth Supply and Service Spending Commitment has the meaning
ascribed to it in Section 4.7.1.
Full-time Equivalent Job means a job provided on the Land by Company or an
Affiliate to one (1) or more individuals, whether new or retained, for at least forty (40)
hours per week.
Hard Construction Costs means actual site development and construction costs
expended by Company for the Required Improvements, including directly -related
contractor fees, costs of construction labor, supplies and materials for site preparation,
construction and landscaping, and materials testing.
Land has the meaning ascribed to it in Recital F.
Page 5
TaY Abatement Agreement between
City of Fort Worth and American Airlines, Inc. (Headquarters)
Lease means that certain amended and restated lease of the Land and the
improvements located on the Land by the Board to Company in substantially same form
as that attached hereto as Exhibit "D", attached hereto and hereby made a part of this
Agreement for all purposes, as it may subsequently be amended.
Leasehold Interest means the leasehold in the Land and improvements thereon
provided by the Lease.
M/WBE Construction Commitment has the meaning ascribed to it in Section
4.5.
M/WBE Construction Percentage has the meaning ascribed to it in Section
5.2.3.
M/WBE Supply and Service Percentage has the meaning ascribed to it in
Section 5.2.7.
M/WBE Supply and Service Spending Commitment has the meaning ascribed
to it in Section 4.7.2.
New Taxable Tangible Personal Property means any personal property other
than inventory or 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; and (iv) was not located in the
City prior to the Effective Date of this Agreement.
4.6.1.
Ordinance has the meaning ascribed to it in Recital C.
Overall Completion Percentage has the meaning ascribed to it in Section 5.2.1.
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.
Folic has the meaning ascribed to it in Recital A.
Public Improvements means those public improvements required, necessary or
advisable to serve the Required Improvements constructed on the Land, and constructed
in accordance with an approved community facilities agreement referencing this
Agreement.
Real Property Commitment has the meaning ascribed to it in Section 4.2.
Records has the meaning ascribed to it in Section 4.10.
Required Improvements has the meaning ascribed to it in Recital F.
Page 6
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc. (Headquarters)
Supply and Service Expenditures means those local discretionary expenditures
made by Company, an Affiliate or a third party manger directly for the operation and
maintenance of the Land and any improvements thereon, excluding utility service costs.
Taxable Tangible Personal Property means any personal property other than
inventory or 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.
Term has the meaning ascribed to it in Section 3.
Total Investment Commitment has the meaning ascribed to it in Section 4.3.
Zone has the meaning ascribed to it in Recital C.
3. TERM.
This Agreement will take effect on the date as of which all parties have executed
this Agreement (the "Effective Date") and, unless terminated earlier in accordance with
its terms and conditions, will expire on December 31 of the Commencement Tax Year
the "Term"),
4. COMPANY'S OBLIGATIONS AND COMMITMENTS.
4.1. Use of Land; Lease; Maintenance of Corporate Headquarters in the
Cam.
From the Completion Date until expiration of the Term of this Agreement,
Company must use the Land for American Airlines, Inc.'s (or its successor's)
business operations, or the operations of another business approved in writing by
the City Council. Throughout the Term of this Agreement, Company or an entity
to whom this Agreement has been lawfully assigned in accordance with Section
10 must own the Leasehold Interest. In addition, throughout the Term of this
Agreement, American Airlines, Inc. (or its successor) must maintain its Corporate
Headquarters at a location in the City. In the event that American Airlines, Inc.
or its successor) fails to maintain its Corporate Headquarters in the City, the City
may terminate this Agreement immediately by providing written notice to
Company (or its successor). The right of the City to terminate as expressed
herein, is not intended to preclude the Company from requesting, or the City from
negotiating, a modification of this Agreement as an alternative to termination.
However, any such modification must be approved as an amendment as set forth
in Section 19.
4.2. Real Property Improvements.
Page 7
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Ina (Headquarters)
By the Completion Date, Company must have expended or caused to be
expended at least Two Hundred Million Dollars ($200,000,000.00) in Construction
Costs for the Required Improvements and Ancillary Improvements, and the
Completion Date must occur on or before the Completion Deadline (collectively,
the "Real Property Commitment"). The Board has agreed within the Lease to
permit Company to construct the Required Improvements and Ancillary
Improvements solely in accordance with the terms and conditions of the Lease,
with the explicit understanding that this Agreement does not impose any financial
obligation or other liability on the Board or DFW.
4.3. Installation of Tangible Personal Property.
If less than Tlu•ee Hundred Fifty Million Dollars ($350,000,000.00) in
Construction Costs for the Required Improvements and Ancillary Improvements
have been expended byte Completion Deadline, Company must provide evidence
that New Taxable Tangible Personal Property having a cost of at least the
difference between the amount of Construction Costs expended for the Required
Improvements and any Ancillary Improvements and Three Hundred Fifty Million
Dollars ($350,000,000.00) has been installed on the Land by the Completion
Deadline. The commitment to expend, or cause to be expended, a combined
minimum of Three Hundred Fifty Million Dollars ($350,000,000.00) in
Construction Costs or Construction Costs and New Taxable Tangible Personal
Property shall hereinafter be referred to as the "Total Investment
Commitment".
4.4. Construction Spending Commitment for Fort Worth Companies.
By the Completion Date, Company must have expended or caused to be
expended at least Fifty Million Dollars ($50,000,000.00) in Hard Construction
Costs for the Required Improvements with Fort Worth Companies (the "Fort
Worth Construction Commitment").
4.5. Construction Spending Commitment for Fort Worth Certified
M/WBE Companies.
By the Completion Date, Company must have expended or caused to be
expended at least .Twenty-five Million Dollars ($25,000,000.00) in Hard
Construction Costs for the Required Improvements with Fort Worth Certified
M/WBE Companies (the "M/WBE Construction Commitment"). Dollars
expended with Fort Worth Certified M/WBE Companies will also count as dollars
expended with Fort Worth Companies for purposes of measuring the Fort Worth
Construction Commitment outlined in Section 4.4.
4.6. Employment Commitments.
Page 8
TaY Abatement Agreement between
City of Fort Worth and American Airlines, Ina (Headquarters)
4Al. Overall Employment.
At least 4,279 Full-time Equivalent Jobs must be provided and
fiBed on the Land by the Completion Deadline (the "Overall
Employment Commitment"). Determination of compliance with the
Overall Employment Commitment will be based on the employment data
provided to the City in accordance with Section 4.8.4.
4.6.2. Employment Commitment for Fort Worth Residents.
At least 400 of the Full-time Equivalent Jobs provided on the Land
by the Completion Deadline must be filled with Fort Worth Residents (the
"Fort Worth Employment Commitment"). Determination of
compliance with the Fort Worth Employment Commitment will be based
on the employment data provided to the City in accordance with Section
4.8.4. Full-time Equivalent Jobs held by Fort Worth Residents will also
count as Full-time Equivalent Jobs for purposes of measuring the Overall
Employment Commitment outlined in Section 4.6.1.
4.7. Supply and Service Spending Commitments.
4.7.1. For Fort Worth Companies.
In the calendar year immediately preceding the Commencement
Tax Year, Company, its Affiliates, and/or a third party manager hired by
Company and/or its Affiliates, must expend or cause to be expended at
least Seven Hundred Fifty Thousand Dollars ($750,000.00) in Supply and
Service Expenditures with Fort Worth Companies (the "Fort Worth
Supply and Service Spending Commitment").
Page 9
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Ina (Headquarters)
4.7.2. For Fort Worth Certified M/WBE Companies.
In the calendar year immediately preceding the Commencement
Tax Year, Company, its Affiliates, and/or a third party manager hired by
the Company and/or its Affiliates, must expend or cause to be expended at
least Three Hundred Fifty Thousand Dollars ($350,000.00) in Supply and
Service Expenditures with Fort Worth Certified M/WBE Companies (the
"M/WBE Supply and Service Spending Commitment"). Dollars
expended with Fort Worth Certified M/WBE Companies will also count as
dollars expended with Fort Worth Companies for purposes of measuring
the Fort Worth Supply and Service Spending Commitment outlined in
Section 4.7.1.
4.8. Reports and Filings.
4.8.1. Plan for Use of Fort Worth Certified M/WBE Companies.
Within ninety (90) calendar days following the Effective Date,
Company, or its designee, must file a plan with the Director as to how
Company intends to meet the M/WBE Construction Commitment.
Company agrees to meet with the City's M/WBE Office as reasonably
necessary for assistance in implementing such plan and to address any
concerns that the City may have with such plan.
4.8.2. Construction Spendin;; Reports.
4.8.2.1. Semi-annual Reports.
From the Effective Date until the Real Property
Commitment, the Total Investment Commitment, the Fort Worth
Construction Commitment and the M/WBE Construction
Commitment have been satisfied, Company, or its designee, must
provide the Director with a semi-annual report in a form
reasonably acceptable to the City that specifically outlines the
then -current aggregate Construction Costs expended by and on
behalf of Company for the Required Improvements as well as the
then -current aggregate Hard Construction Costs expended by and
on behalf of Company for Required Improvements with Fort
Worth Companies and with Fort Worth Certified M/WBE
Companies.
4.8.2.2. Final Construction Report.
Within sixty (60) calendar days following the
Completion Date, in order for the City to assess whether Company
met the Real Property Commitment and the extent to which
Page 10
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc. (Headquarters)
Company met the Fort Worth Construction Commitment and the
M/WBE Construction Commitment, Company, or its designee,
must provide the Director with a report in a form reasonably
acceptable to the City that specifically outlines (1) the total
Construction Costs expended by and on behalf of Company by the
Completion Date for the Required Improvements; (ii) the total
Hard Construction Costs expended with Fort Worth Companies by
and on behalf of Company by the Completion Date for the
Required Improvements; and (iii) the total Hard Construction
Costs expended with Fort Worth Certified M/WBE Companies by
and on behalf of Company by the Completion Date for the
Required Improvements, together with supporting invoices and
other documents reasonably necessary to demonstrate that such
amounts were actually paid by Company, including, without
limitation, final lien waivers signed by Company's general
contractor.
4.8.3. Personal Property Report.
On or before February 1, of the Commencement Tax Year, in order
for the City to assess the amount of the Tangible Personal Property on the
Land that qualifies as New Tangible Personal Property, and to verify the
costs of any New Tangible Personal Property used to meet the Total
Investment Commitment, Company must provide the Director with a
report in a form reasonably acceptable to the City that lists the New
Taxable Tangible Personal Property that was installed on the Land
between the Effective Date and the Completion Deadline and the cost of
such New Taxable Tangible Personal Property, together with reasonable
supporting documentation concerning the identification and cost
(including invoices and receipts) of such New Taxable Tangible Personal
Property.
4.8.4. Employment Report.
On or before February 1, of the Commencement Tax Year, in order
for the City to assess the degree to which the Overall Employment
Commitment, the Fort Worth Employment Commitment were met,
Company must provide the Director with a report in a form reasonably
acceptable to the City that sets forth the total number of individuals and
the total number of Fort Worth Residents who held employment positions
comprising Full-time Equivalent Jobs on the Land as of December 31 of
the year preceding the Commencement Tax Year.
4.8.5. Supply and Service Spending Report.
Page I 1
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc. (Headquarters)
On or before February 1, of the Commencement Tax Year, in order
for the City to assess the degree to which the Fort Worth Supply and
Service Spending Commitment and the M/WBE Supply and Service
Spending Commitment have been met, Company must 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 calendar year
immediately preceding the Commencement Tax Year with Fort Worth
Companies and with Fort Worth Certified M/WBE Companies, together
with reasonable supporting documentation.
4.8.6. General.
Company agrees to 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.
4.8.7. Annual Certification.
Each year of the Term through and including the Commencement
Tax Year, Company shall obtain and provide to the City a certification
from a representative of the Board that the Lease remains in effect.
Company shall provide that certification, along with its own certification
that Company is in compliance with each applicable term of this
Agreement, to the City on or before May I of the year in question.
4.9. Inspections.
At any time during Company's normal business hours (but once the
Certificate of Completion has been issued in accordance with Section 5.1, not
more frequently than quarterly), throughout the Term and following reasonable
notice to Company, the City will have the right to inspect and evaluate the Land
and any improvements thereon, and Company and any of its Affiliates located on
the Land will provide full access to any facilities on the Land reasonably
necessary for the City to monitor compliance with the terms and conditions of this
Agreement. Company will cooperate with the City during any such inspection
and evaluation. Notwithstanding the foregoing, Company will 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 and any Affiliates that relate to the Required
Improvements 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
Page 12
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc. (Headquarters)
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
4.8.4 (collectively "Records"). Company will 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
will otherwise cooperate with the City during any audit.
4.11. Abatement Application Fee.
The City acknowledges receipt of the required Application fee of Five
Thousand Dollars ($5,000.00). Of such amount, Two Thousand Dollars
($2,000.00) is nonrefundable and will be used by the City for the purposes set
forth in the Policy. If construction work on the Required Improvements begins
within one (1) year from the date of the Application, the remaining Three
Thousand Dollars ($3,000.00) of such fee will be credited to Company's benefit
against any permit, impact, inspection or other lawful fee required by the City in
connection with the Required Improvements. If construction work on the
Required Improvements does not begin within one (1) year from the date of the
Application, Company will not receive a credit or refund of any portion of the fee.
5. CITY OBLIGATIONS.
5.1. Issuance of Certificate of Completion.
Within ninety (90) calendar days following receipt by the City of both the
final construction expenditure report for the Required Improvements, as required
by Section 4.8.2.2, and the expenditure report for New Taxable Tangible Personal
Property, as required by Section 4.8.3, and assessment by the City of the
information contained therein in accordance with the City's rights under Sections
4.9 and 4.10, if the City is able to verify that both the Real Property Commitment,
as outlined in Section 4.2, was met, and that the Total Investment Commitment,
as outlined in Section 4.3, was met, the Director will issue Company a certificate
stating the total amount of Construction Costs expended for the Required
Improvements and the Ancillary Improvements by the Completion Date; the
amount of Hard Construction Costs expended specifically with both Fort Worth
Companies and with Fort Worth Certified M/WBE Companies for the Required
Improvements by the Completion Date; and the total costs of New Taxable
Tangible Personal Property installed on the Land by the Completion Deadline if
costs of New Taxable Tangible Property are necessary to meet the Total
Investment Commitment (the "Certificate of Completion"). The Certificate of
Completion will serve as verification that the Real Property Commitment and the
Total Investment Commitment were met and will also establish the extent to
which the Fort Worth Construction Commitment and the M/WBE Construction
Commitment were met.
Page 13
Tax Abatement Agreement between
City of Fot•t Worth and American Airlines, Ina (Headquarters)
5.2. Tax Abatement.
Subject to Section 5.2.9 and all other terms and conditions of this
Agreement, provided that both the Real Property Commitment, as outlined in
Section 4.2, was met, and the Total Investment Commitment, as outlined in
Section 4.3, was met, the City will grant an Abatement for the Commencement
Tax Year. The overall percentage of the Abatement will equal the sum of the
Overall Completion Percentage, the Fort Worth Construction Percentage, the
M/WBE Construction Percentage, the Overall Employment Percentage, the Fort
Worth Employment Percentage, the Fort Worth Supply and Service Percentage,
and the M/WBE Supply and Service Percentage, as outlined in Sections 5.2.1,
5.2.25 5.2.3, 5.2.4, 5.2.5, 5.2.6, and 5.2.7, respectively, as follows:
5.2.1. Completion of Required Improvements (25-40%).
A percentage of the Abatement will be based on the fact that both
the Real Property Commitment, as outlined in Section 4.2, and the Total
Investment Commitment, as outlined in Section 4.3, were met (the
"Overall Completion Percentage"). The amount of the Overall
Completion Percentage will be established on the basis of the combined
taxable appraised value of the Land, improvements on the Land and
Taxable Tangible Personal Property for the Commencement Tax Year, not
to exceed forty percent (40%) in any case, as follows,
(a) If the Combined Taxable Value for the Commencement Tax
Year is less than $100,000,000,00, the Overall Completion
Percentage will be twenty-five percent (25%);
(b) If the Combined Taxable Value for the Commencement Tax
Year is at or between D100,000,000.00 and $199,999,999.995
the Overall Completion Percentage will be thirty percent
(30%);
(c) If the Combined Taxable Value for the Commencement Tax
Year is at or between $20050005000.00 and $299,9995999.995
the Overall Completion Percentage will be thirty-five percent
(35%); and
(d) If the Combined Taxable Value for the Commencement Tax
Year is $3005000,000.00 or more, the Overall Completion
Percentage will be forty percent (40%).
5.2.2. Fort Worth Construction Cost Spending (Up to 7.5%).
A percentage of the Abatement will be based on the extent to
which the Fort Worth Construction Commitment, as outlined in Section
Page 14
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Ina (Headquarters)
4.4, was met (the "Fort Worth Construction Percentage"). The Fort
Worth Construction Percentage will equal the product of seven and one-
half percent (7.5%) multiplied by the percentage by which the Fort Worth
Construction Commitment was met, which will be calculated by dividing
the actual Hard Construction Costs expended for the Required
Improvements by the Completion Date with Fort Worth Companies for the
Required Improvements by Fifty Million Dollars ($50,000,000.00), which
is the Fort Worth Construction Commitment. For example, if Company
only expended $40,000,000.00 in Hard Construction Costs for the
Required Improvements by the Completion Date with Fort Worth
Companies, the Fort Worth Construction Percentage would be 6% instead
of 7.5% (or .075 x [$40 million/$50 million], or .075 x .80, or .06). If the
Fort Worth Construction Commitment was met or exceeded, the Fort
Worth Construction Percentage will be seven and one-half percent (7.5%).
5.2.3. Fort Worth M/WBE Construction Cost Spending (Up to
7.5% .
A percentage of the Abatement will be based on the extent to
which the M/WBE Construction Commitment, as outlined in Section 4.5,
was met (the "M/WBE Construction Percentage"). The M/WBE
Construction Percentage will equal the product of seven and one-half
percent (7.5%) multiplied by the percentage by which the M/WBE
Construction Commitment was met, which will be calculated by dividing
the actual Hard Construction Costs expended for the Required
Improvements by the Completion Date with Fort Worth Certified M/WBE
Companies by Twenty-five Million Dollars ($25,000,000.00), which is the
M/WBE Construction Commitment. If the M/WBE Construction
Commitment was met or exceeded, the M/WBE Construction
Commitment will be seven and one-half percent (7.5%).
5.2.4. Overall Employment (Up to 150/).
A percentage of the Abatement will be based on the extent to
which the Overall Employment Commitment, as outlined in Section 4.6.1,
was met (the "Overall Employment Percentage"). The Overall
Employment Percentage will equal the product of fifteen percent (15%)
multiplied by the percentage by which the Overall Employment
Commitment was met, which will be calculated by dividing the actual
number of Full-time Equivalent Jobs provided on the Land by December
31 of the year preceding the Commencement Tax Year by 4,279, which is
the number of Full-time Equivalent Jobs constituting the Overall
Employment Commitment. For example, if only 3,637 Full-time
Equivalent Jobs were provided on the Land by December 31 of the year
preceding the Commencement Tax Year, the Overall Employment
Percentage would be 12.75% instead of 15% (or .15 x [3,637/4,279]), or
Page 15
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc. (Headquarters)
15 x .84996, or .12749 (rounded to .1275). If the Overall Employment
Commitment was met or exceeded, the Overall Employment Percentage
will be fifteen percent (15%).
5.2.5. Fort Worth Employment (Up
A percentage of the Abatement will be based on the extent to
which the Fort Worth Employment Commitment, as outlined in Section
4.6.2, was met (the "Fort Worth Employment Percentage"). The Fort
Worth Employment Percentage will equal the product of five percent (5%)
multiplied by the percentage by which the Fort Worth Employment
Commitment was met, which will be calculated by dividing the actual
number of Full-time Equivalent Jobs provided on the Land and filled with
Fort Worth Residents by the December 31 of the year preceding the
Commencement Tax Year by 400, which is the number of Full-time
Equivalent Jobs comprising the Fort Worth Employment Commitment. If
the Fort Worth Employment Commitment was met or exceeded, the Fort
Worth Employment Percentage will be five percent (5%).
5.2.6. Fort Worth Supply and Service Spending (Up to 7.5%).
A percentage of the Abatement will be based on the extent to
which the Fort Worth Supply and Service Spending Commitment, as
outlined in Section 4.7.1, was met (the "Fort Worth Supply and Service
Percentage"). The Fort Worth Supply and Service Percentage will equal
the product of seven and one-half percent (7.5%) multiplied by the
percentage by which the Fort Worth Supply and Service Spending
Commitment was met, which will be calculated by dividing the amount of
Supply and Service Expenditures made with Fort Worth Companies
during the calendar year preceding the Commencement Tax Year by
Seven Hundred Fifty Thousand Dollars ($750,000.00), which is the
number of dollars comprising the Fort Worth Supply and Service
Spending Commitment. For example, if Company made only Six
Hundred Seventy-five Thousand Dollars ($675,000.00) in Supply and
Service Expenditures during the calendar year preceding the
Commencement Tax Year, the Fort Worth Supply and Service Percentage
would be 6.75% instead of 7.5% (or .075 x [$675,000/$750,000], or .075 x
)0, or .0675). If the Fort Worth Supply and Service Spending
Commitment was met or exceeded, the Fort Worth Supply and Service
Percentage will be seven and one-half percent (7.5%).
5.2.7. M/WBE Supply and Service Spending (Up to 7.5%).
A percentage of the Abatement will be based on the extent to
which the M/WBE Supply and Service Spending Commitment, as outlined
in Section 4.7.2, was met (the "M/WBE Supply and Service
Page 16
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc. (Headquarters)
Percentage"). The M/WBE Supply and Service Percentage will equal the
product of seven and one-half percent (7.5%) multiplied by the percentage
by which the M/WBE Supply and Service Spending Commitment was
met, which will be calculated by dividing the amount of Supply and
Service Expenditures made with Fort Worth Certified M/WBE Companies
during the calendar year preceding the Commencement Tax Year by
Three Hundred Fifty Thousand Dollars ($350,000.00), which is the
number of dollars comprising the M/WBE Supply and Service Spending
Commitment. If the M/WBE Supply and Service Spending Commitment
was met or exceeded, the M/WBE Supply and Service Percentage will be
seven and one-half percent (7.5%).
5.2.8. No Offsets.
A deficiency in attainment of one commitment may not be offset
by the 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 percentage of Abatement available hereunder would still be
reduced in accordance with Section 5.2.3 on account of Company's failure
to meet the M/WBE Construction Spending Commitment,
5.2.9. Albateanent i am�tatlon.
Notwithstanding anything to the contrary herein, the Abatement
hereunder will be based on the combined increase in the taxable value of
the Leasehold Interest (compared to the taxable value of the prior
possessory interests) and the taxable appraised value, if any, of the Land
and any improvements thereon since January 1, 2015 and on the increase
in the value of Taxable Tangible Personal Property installed on the Land,
up to a maximum combined increase of Five Hundred Twenty-five
Million Dollars ($525,000,000.00). In other words, if the combined
increase in the taxable appraised value of the Leasehold Interest
(compared to the taxable value of the prior possessory interests), the
taxable appraised value, if any, of the Land and any improvements
thereon; and (iii) the taxable appraised value of the Taxable Tangible
Personal Property for the Commencement Tax Year is more than
$525,000,000.00 over their combined values as of January 1, 2015, the
Abatement hereunder will be applied only to the first $525,000,000.00 in
value, and Company will be required to pay full taxes on any remaining
taxable value. For example, if the combined increase in the taxable
appraised value of the Leasehold Interest (compared to the value of the
prior possessory interests); the taxable appraised value, if any, of the Land
and any improvements thereon; and the taxable appraised value of the
Taxable Tangible Personal Property for the Commencement Tax Year is
$600,000,000.00 in excess of their combined value as of January 1, 2015,
Page 1 �
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc. (Headquarters)
Company's Abatement would be applied as if the increase in combined
value had been only been $525,000,000.00, and Company would pay full
taxes on the $75,000,000.00 difference over that cap.
5.3. Consideration of Enhanced Community Facilities Participation.
The City agrees to promptly consider in good faith a request by Company
for the City to contribute up to Two Million Dollars ($2,000,000.00) in City
enhanced community facility funds for public roadway improvements and other
public infrastructure improvements or upgrades that may benefit the Required
Improvements. Costs expended by the City on such improvements or upgrades
may not be used to satisfy the Total Investment Commitment. Notwithstanding
anything to the contrary herein, Company understands and agrees that nothing in
this Agreement commits the City to contribute any funding for any such
improvements or upgrades, and that any financial participation with regard to
such improvements or upgrades must be based on plans submitted by Company
that are acceptable to the City's staff and that are specifically approved for City
funding by the City Council in a public meeting conducted in accordance with
Chapter 551, Texas Government Code.
6. DEFAULT TERMINATION AND FAILURE BY COMPANY TO
VARIOUS DEADLINES AND COMMITMENTS.
6.1. Failure to Complete Project.
If the Real Property Commitment, as outlined in Section 4.2, is not met, or
if the Total Investment Commitment, as outlined in Section 4.3, is not met, the
City will have the right to terminate this Agreement immediately upon provision
of written notice to Company, in which case the City will have no further
obligation to Company hereunder, and Company shall repay to the City the
amount of any tax abatement realized by Company prior to such termination.
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 will notify
Company in writing. Company will 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 will have the right to terminate this Agreement
immediately upon provision of written notice to Company, in which case the City
will have no further obligation to Company hereunder. The right of the City to
terminate as expressed herein, is not intended to preclude the Company from
requesting, or the City from negotiating, a modification of this Agreement as an
Page 18
Tax Abatement Agreement beriveen
City of Fort Worth and American Airlines, Inc. (Headquarters)
alternative to termination. However, any such modification must be approved as
an amendment as set forth in Section 19.
6.3. Failure to Pay City Taxes.
An event of default will 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 will notify
Company in writing and Company will have thirty (30) calendar days to cure such
default. If the default has not been fully cured by such time, the City will have
the right to terminate this Agreement immediately upon provision of written
notice to Company, in which case the City will have no further obligation to
Company hereunder, but the City will retain all other rights and remedies that
may be available to it under the law or in equity. The right of the City to
terminate as expressed herein, is not intended to preclude the Company from
requesting, or the City from negotiating, a modification of this Agreement as an
alternative to termination. However, any such modification must be approved as
an amendment as set forth in Section 19.
6.4. Violations of City Code, State or Federal Law.
An event of default will occur under this Agreement if any written citation
is issued to Company or an Affiliate due to the occurrence of a Company
violation of a material and applicable 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 by the
Company; 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 contest of any such citation. An event of
default will 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 if the City (on account of the Required Improvements 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 Company's operations or management of the
Land or Company's construction of improvements on the Land (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
Company's operations on the Land; or to matters concerning the public health,
safety or welfare). Upon the occurrence of such default, the City will notify
Page 19
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Ina (Headquarters)
Company in writing, and Company will 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
additional amount of time that is reasonably necessary to effect cure, as
determined by both parties mutually and in good faith. If the default has not been
fully cured by such time, the City will have the right to terminate this Agreement
immediately by providing written notice to Company and will have all other
rights and remedies that may be available it to under the law or in equity. The
right of the City to terminate as expressed herein, is not intended to preclude the
Company from requesting, or the City from negotiating, a modification of this
Agreement as an alternative to termination. However, any such modification
must be approved as an amendment as set forth in Section 19.
6.5. Knowing Employment 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 2264.00](4) of the
Was 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(l) (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 must repay,
within one hundred twenty (120) calendar days following receipt of written
demand from the City, the amount of Abatement received by Company
hereunder, if any, plus Simple Interest at a rate of four percent (4%) per annum
based on the amount of Abatement received as of December 31 of the tax year
in which the Abatement was granter.
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 amount of Abatement.
This rate of interest can be applied each year, but will only apply to the amount of
the Abatement received and is not applied to interest calculated. For example, if the
aggregate amount of Abatement received by Company is $10,000 and it is required
to be paid back with four percent (4%) interest five years later, the total 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 will survive the expiration or
termination of this Agreement as to convictions for actions for offenses occurring
prior to the termination of this Agreement.
6.6. Sale, Assi;;nment or Conveyance of Lease to a Third Party.
Page 20
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc. (Headquarters)
If Company sells, assigns or otherwise conveys its entire Leasehold
Interest to any other person or entity, and this Agreement has not been assigned to
that person or entity in accordance with Section 10 of this Agreement, this
Agreement will terminate on the effective date of the sale, assignment or
conveyance.
6.7. General Breach.
Unless stated elsewhere in this Agreement, Company will 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
foRowing 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 will have the right to terminate this Agreement immediately by
providing written notice to Company. The right of the City to terminate as
expressed herein, is not intended to preclude the Company from requesting, or the
City from negotiating, a modification of this Agreement as an alternative to
termination. However, any such modification must be approved as an amendment
as set forth in Section 19.
6.8. Failure to Meet Construction Cost �x
and Service SpendinI Commitments.
A failure to meet the Fort Worth Construction Commitment, the M/WBE
Construction Commitment, the Overall Employment Commitment, the Fort
Worth Employment Commitment, the Fort Worth Supply and Service Spending
Commitment, or the M/WBE Supply and Service Spending Commitment will not
constitute a default hereunder or provide the City with the right to terminate this
Agreement, but, rather, will only cause the percentage of Abatement available to
Company pursuant to this Agreement to be reduced in accordance with this
Agreement.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Company will operate as an
independent contractor in each and every respect hereunder and not as an agent,
representative or employee of the City. Company will have the exclusive right to control
all details and day4o-day operations relative to the Land and any improvements thereon
and will be solely responsible for the acts and omissions of its 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,
Page 21
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc. (Headquarters)
its 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.
S. INDEMNIFICATION.
COMPANY, AT NO COST TO THE CITY, THE BOARD OR THE CITY OF
DALLAS, AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, THE
BOARD AND THE CITY OF DALLAS, AND THEIR 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 (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL
MISCONDUCT OF COMPANY, ITS OFFICERS, AGENTS, ASSOCL4 TES,
EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR
SUBCONTRACTORS, RELATED TO THE REQUIRED IMPROVEMENTS; THE
LAND AND ANY OPERATIONS AND ACTIVITIES THEREON; OR THE
PERFORMANCE OF THIS AGREEMENT OR OTHERWISE. CITY AND
COMPANY SHALL COOPERATE IN THE DEFENSE OF ANY CLAIM
CONTESTING THE VALIDITY OF THIS AGREEMENT.
9. NOTICES.
A11 written notices called for or required by this Agreement must 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:
the City Attorney and
Economic Development Dept. Director
at the same address
Page 22
Tax Abatement Agreement beri�een
City of Fort Worth and American Airlines, Inc. (Headquarters)
Company:
American Airlines, Inc.
Attn: Chuck Allen
4333 Amon Carter Blvd., MD 5673
Fort Worth, TX 76155
10. ASSIGNMENT AND SUCCESSORS.
Company may not assign, transfer or otherwise convey any of its rights or
obligations under this Agreement to any person or entity other than an Affiliate of the
Company that is also a certificated air carrier , or that has accepted an assignment of the
Leasehold Interest such that the Affiliate is a lessee of tax exempt real property, without the
prior consent of the City Council, which consent will not be unreasonably withheld,
conditioned on (i) the assignee or successor will own the Leasehold Interest (n) the value
of New Taxable Tangible Personal Property located on the Land is equivalent to any New
Taxable Tangible Personal Property necessary to meet the Total Investment Commitment;
(iii) the prior approval of the assignee or successor and a finding by the City Council that
the proposed assignee or successor is financially capable of meeting the terms and
conditions of this Agreement; and (iv) 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 lawful assignee or successor in interest of Company of all
rights under this Agreement will be deemed "Company" for all purposes under this
Agreement. Notwithstanding the above, the City hereby agrees and consents to any
merger, stock transfer, asset transfer, or other internal corporate restructuring of Company
(including, without limitation, that involving American Airlines, Inc. and American
Airlines Group, Inc. ("AAL") and/or any other wholly -owned subsidiary or subsidiaries of
AAL or similar internal restructuring within Company's organization) (an "Internal
Restructuring") and any related assignment or transfer of the Leasehold Interest, all New
Taxable Tangible Personal Property, and this Agreement that may occur or may be deemed
to occur as a result of any such Internal Restructuring, and the City waives any right it may
have to terminate, amend or modify this Agreement and any claim of breach or default
hereunder in each case arising directly in connection with or as a result of any such Internal
Restructurings.
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 its governmental powers or immunities.
13. SEVERABILITY.
Page 23
Tax Abatement Agreement beriveen
City of Fort Worth and American Airlines, Ina (Headquarters)
If any provision of this Agreement is held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, and the effect of such holding is that the City cannot grant Company the
amount of Abatement intended hereunder, the City staff will recommend that the City
Council authorize an amendment to the Economic Development Program Agreement to
provide Company an additional grant or grants under that Agreement in an amount equal
to the difference between the amount of Abatement that Company would have received
under this Agreement in accordance with the calculations set forth herein and the amount
of Abatement that Company actually received directly on account of the holding in
question.
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 will 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 will lie in state courts located in
Tarrant County, Texas or the United States District Court for the Northern District of
Texas — Fort Worth Division. This Agreement will 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 will be interpreted fairly and reasonably, and neither
more strongly for or against any party, regardless of the actual drafter of this Agreement.
In the event of any direct conflict between the body of this Agreement and the
Application, the body of this Agreement will control.
18. CAPTIONS.
Page 24
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc. (Headquarters)
Captions and headings used in this Agreement are for reference purposes only and
will 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 may 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 will be
considered an original, but all of which will constitute one instrument.
21. BONDHOLDER RIGHTS.
The Required Improvements will not be financed by tax increment bonds. This
Agreement is subject to the rights of holders of outstanding bonds of the City. The City
represents that, to the best of its knowledge, there are no bond covenants that prohibit
granting a City tax abatement on the Land and improvements located on the Land.
22. CONFLICTS OF INTEREST.
Neither the Land nor any improvements thereon are owned or leased by any
member of the City Council, any member of the City Plan or Zoning Commission or any
member of the governing body of any taxing unit with jurisdiction in the Zone.
23. FORCE MAJEURE.
It is expressly understood and agreed by the parties to this Agreement that if the
performance of any obligations hereunder is delayed by reason of war, civil commotion,
acts of God, strike, inclement weather, shortages or unavailability of labor or materials,
unreasonable delays by the City (based on the then -current workload of the City
departments) responsible for undertaking the activity in question) in issuing any permits,
consents, or certificates of occupancy or conducting any inspections of or with respect to
Page 25
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc. (Headquarters)
the Land or any improvements located thereon, or other circumstances which are
reasonably beyond the control of the party obligated or permitted under the terms of this
Agreement to do or perform the same, regardless of whether any such circumstance is
similar to any of those enumerated or not, the party so obligated or permitted shall be
excused from doing or performing the same during such period of delay, so that the time
period applicable to such design or construction requirement shall be extended for a
period of time equal to the period such party was delayed. Notwithstanding anything to
the contrary herein, it is specifically understood and agreed that any failure to obtain
adequate financing to complete any Required Improvements by the Completion Deadline
All not be deemed to be an event of force majeure and that this Section 22 will not
operate to extend the Completion Deadline in such an event.
EXECUTED as of the last date indicated below:
[SIGNATURES IMMEDIATELY FOLLOW ON NEXT THREE (3) PAGES]
Page 26
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc. (Headquarters)
CITY OF FORT WORTH:
��DjBy.
Jesus J. Chapa
Assistant City Manager
Date:
APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky
Deputy City Attorney
M&C: C-27526 11-10-15
Page 27
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc. (Headquarters)
ATTEST:
By:
Name: �Ztd'
e�oot
Ia►�
OFFICIAL RECORD
CITY SECRET04RY
�T WORTH, Tx
A1vt lu AIN AIRLINES, INC.,
a Delaware corporation.
IC
Date:
Page 28
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc. (Headquarters)
®FFICIAL RECORD
CITY SECRETARY
F�; WORTH, Tx
DALLAS F T WORTH AIRPORT BOARD:
By: I
Name: Sean Donohue
Title: Chief Executive Officer
Date:
Page 29
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc. (Headquarters)
OFFICIAL RECORD
CITY SECRETARY
�� WORTHy TX
EXHIBITS
—Description and Map Depicting the Land
"B" — Tax Abatement Application
"C" —Form of Lease
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc. (Headquarters)
EXHIBIT "A"
BEING a 97.701 acre tract of land situated in the William G. Matthews Survey, Abstract
Number 1052 and the V. J. Hutton Survey, Abstract Number 681, Tarrant County, Texas, in
the City of Fort Worth, being a portion of the tract of land described in the deed to Dallas -
Fort Worth Regional Airport Board recorded in Volume 6710, Page 520, Deed Records of
Tarrant County, Texas and being all of the tract of land described as the North Tract in the
deed to Dallas -Fort Worth Regional Airport Board recorded in Volume 6653, Page 856,
Deed Records of Tarrant County, Texas, also being a portion of Lot 1, Block 3 and all of Lot
1, Block 2, American Airlines Addition according to the plat recorded in Volume 388-133,
Page 60, Plat Records of Tarrant County, Texas, and being a portion of the tract of land
described as Plot B in the deed to the City of Fort Worth recorded in Volume 5072, Page
417, Deed Records of Tarrant County, Texas, said 97.701 acre tract of land being more
particularly described as follows:
BEGINNING at a 5/8 inch iron rod found in the westerly right -of --way line of State Highway
360 (a variable width right-of-way) for the northeasterly corner of said North Tract and of
said Lot 1, Block 2, American Airlines Addition;
THENCE with the westerly right-of-way line of State Highway 360 the following:
South 00° 55' 57" East (Volume 6653, Page 856 &Volume 388-133, Page 60 =South
00° 23' 38 East) a distance of 87.75 feet to a 5/8 inch iron rod found for corner;
South 34° West (Volume 6653, Page 856 &Volume 388-133, Page 60 =
South 34° 45 15 West) a distance of 60.96 feet to a point;
South 00° 47' 18" East (Volume 6653, Page 856 &Volume 388-133, Page 60 =South
East) a distance of 149.86 feet to a 5/8 inch iron rod found for corner;
South 142 45' 52" East (Volume 6653, Page 856 &Volume 388433, Page 60 =South
14° 13' 33" East) a distance of 103.15 feet to a 5/8 inch iron rod found for corner;
South 00° 44' 21" East (Volume 6653, Page 856 &Volume 388433, Page 60 =South
00° 12' 02" East) a distance of 99.93 feet to a 5/8 inch iron rod found for corner;
South 152 53' 36" West (Volume 6653, Page 856 &Volume 388-133, Page 60 =
South 16° 25' 55" West) a distance of 104.32 feet to a 5/8 inch iron rod found for
corner;
South 02° 32 25 West (Volume 6653, Page 856 & Volume 388-133, Page 60 =
South 032 04' 44" West) a distance of 601.18 feet to a 3/4 inch iron rod found for
corner;
South 01° 06' 26" West (Volume 6653, Page 856 &Volume 388-133, Page 60 =
South 019 38' 45" West) a distance of 300.25 feet to a 3.5 inch aluminum monument
found for corner,
South 02° 58' 25" West (Volume 6653, Page 856 &Volume 388-133, Page 60 =
South 03' 30' 44" West) a distance of 182.88 feet to a 3.5 inch aluminum monument
found for corner;
South 43° 26' 04" West (Volume 6653, Page 856 &Volume 388-133, Page 60 =
South 43' 58' 23" West) a distance of 73.34 feet to a point in the northerly right-of-
way line of Trinity Boulevard (a variable width right-of-way);
THENCE departing the westerly right-of-way line of State Highway 360 with the northerly
right-of-way line of Trinity Boulevard the following:
South 86° 16' 17" West (Volume 6653, Page 856 &Volume 388-133, Page 60 =
South 86' 48' 36" West) a distance of 119.82 feet to an aluminum disk stamped
"DFW Int Airport" found for corner;
North 82° 00' 32" West (Volume 6653, Page 856 &Volume 388-133, Page 60 =
North 812 28 13 West) a distance of 372.43 feet to a point;
South 87° 44' 01" West (Volume 6653, Page 856 &Volume 388-133, Page 60 =
South L) 16' 20" West) a distance of 102.31 feet to a 5/8 inch iron rod found for
corner;
North 84° 05' 43" West (Volume 6654, Page 856 &Volume 388-133, Page 60 =
North 83° 35' 57" West) a distance of 243.89 feet to an aluminum disk stamped
"DFW Int Airport" found for the beginning of a non -tangent curve to the right having
a radius of 1,372.00 feet;
Northwesterly along said curve through a central angle of 42 21' 00" an arc distance
of 104.17 feet with a chord bearing of North 70° 35' 54" West and a chord distance
of 104.14 feet to the end of said curve;
North 681 29' 39" West a distance of 146.40 feet to an aluminum disk stamped
"DFW Int Airport" Found for the point of curvature of a curve to the left having a
radius of 1,428.00 feet;
Southwesterly along said curve through a central angle of 542 27' 23" an arc
distance of 1,357.23 feet with a chord bearing of South 84° 16' 40" West and a chord
distance of 1,306.72 feet to a 5/8 inch iron rod with a cap stamped "KHA" found at
the end of said curve;
South 57° 32' 19 West a distance of 61.02 feet to a 5/8 inch iron rod with a cap
stamped "KHA" found for corner;
South 88° 44' 41" West a distance of 153.69 feet to a 5/8 inch iron rod with an
orange cap found in the easterly right-of-way line of American Boulevard (a variable
width right-of-way) for the beginning of a non -tangent curve to the right having a
radius of 700.00 feet,
THENCE departing the northerly right-of-way line of Trinity Boulevard with the easterly
right-of-way line of American Boulevard the following:
Northwesterly along said curve through a central angle of 22° 24' 10" an arc
distance of 273.70 feet with a chord bearing of North 11' 26' 01" West and a chord
distance of 271.96 feet to an aluminum disk stamped "DFW Int Airport" found at the
end of said curve;
North 00° 13' 26" West a distance of 559.39 feet to an aluminum disk stamped
"DFW Int Airport" found for the beginning of a non -tangent curve to the right having
a radius of 1,270.00 feet;
Northeasterly along said curve through a central angle of 24° 59' 55" an arc distance
of 554.11 feet with a chord bearing of North 12° 16 12 East and a chord distance of
549.73 feet to an aluminum disk stamped "DFW Int Airport" found at the end of said
curve;
North 23° 59' 25" East a distance of 367.44 feet to a point;
THENCE departing the easterly right-of-way line of American Boulevard North 89° 06' 09"
East at a distance of 1,388.49 feet passing the northwesterly corner of said Lot 1, Block 2,
American Airlines Addition, continuing with the northerly line of said Lot 1, Block 2 in all a
total distance of 1,788.49 feet to a point;
THENCE departing the northerly line of said Lot 1, Block 2 North 002 53' 51" West a
distance of 100.00 feet to a point;
THENCE North 89° 06' 09" East a distance of 300.00 feet to a point;
THENCE South 001 53' 31" East a distance of 100.00 feet to a point in the northerly line of
said Lot 1, Block 2;
THENCE with the northerly line of said Lot 1, Block 2 North 89° 06' 09" East a distance of
398.82 feet to the POINT OF BEGINNING;
CONTAINING a computed area of 97.701 acres (4,255,856 square feet) of land.
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EXHIBIT "B"
TAX ABATEMENT APPLICATION
EXHIBIT "% "
FORM OF LEASE
By and Between
THE DALLAS/FORT WORTH INTERNATIONAL AIRPORT BOARD
and
AMERICAN AIRLINES, INC.
Dated Effective as of December 17, 2015
As amended and restated from the American Airlines Special Facilities Agreement, dated October 1,
19?2, and all its supplements, amendments, and assignments executed prior to the date hereof.
TABLE OF CONTENTS
DEFINITIONS..............................................................................................................................................1
Article I -Demise, Premises, and Reservations..........................................................................................9 4
Article 2 Term of Lease, Right of Termination.......................................................................................... 5
Article3 - Rent............................................................................................................................................ 5
Article 4 - Demolition and Construction of Improvements.......................................................................... 6
Article 5 of Ownership of Improvements..................................................................................................... 10
Article 6 he Acceptance of the Premises... 10
Article 7 - Covenant of Title and Quiet Possession..... 0 to *Beef%#* I 1
Article 8 - Use of Premises, Compliance with Laws.................................................................................. 11
Article9 — Taxes; Utilities. . 0 a I a a 1 4 4 a 9 0 0 W 0 1 1 9 a 6 0 a I a a 0 a a I I a 9 * 0 4, a 0 0 6 6 * 0 0 a 6 a 0 4 9 e a 0 4 0 0 v P * 9 0 0 W a 0 0 0 a 9 a 0 0 or 0 9 a a a P a a q v 9 a v a a 6 v I a 0 * 9 v a V a a a a 0 a 0 0 a 0 0 0 0 4 0 9 0 0 0 t 0 8 0 9 12
Article 10 - Maintenance by DFW.............................................................................................................. 13
Article 11 - Maintenance by AMERICAN; Condition at Termination....................................................... 13
Article 12 - Alterations, Additions and Improvements............................................................................... 14
Article 13 - Signage and Advertising.......................................................................................................... 14
Article 14 - DFW's Right of Entry ............................................................................................................. 15
Article 15 - Assignino Subleasing, and Mortgaging................................................................................. 16
Article16 - Insurance.................................................................................................................................. 20
Article17 SO Indemnity................................................................................................................................9 22
Article 18 Fire and Casualty Damage. a a 4 6 a 9 0 a * 0 1 6 a a a 4 4 9 * 0 * a d * 9 6 9 1 0 4 0 0 a 0 a I a 4 a 4 0 o a 4 a a V a 9 V v V 0 * a S a 0 t V 0 0 To 0 0 a a a a 0 # or 0 0 0 0 a a 9 9 a v * 0 0 a I a 1 9 0 a 4 a k a a a * 4 a 23
Article19 -Condemnation.......................................................................................................................... 24
Article20 - Default,. 9 9 6 t * 4 a a 6 6 a W 6 a v a 0 1 4 9 0 a 0 a v 0 a **off a at a veto 94 0 Ott tt*t*o S 1 6 W 0 rot V 9 0 0 to 0 0 a a 0 6 It 0 9 t 4 9 4 1 a a I a a w a 4 0 4 a 0 P to go 0 0 0 at 9 k 0 6 6 4 0 off 0 9 to to 0 25
Article21 of Environmental Matters............................................................................................................ 28
Article22 - Non-Discrimination................................................................................................................. 43
Article23 - Notice of Sale.......................................................................................................................... 46
Article24 - Miscellaneous.........................................................................................................................a 46
Exhibit A - Legal Description of Premises
Exhibit B - Drawing of Tracts 1 through 4
Exhibit C WE Site Plan of New Headquarters
Exhibit D OF Memorandum of Lease
Article I -Demise, Premises, and Reservations..........................................................................................9 4
Article 2 Term of Lease, Right of Termination.......................................................................................... 5
Article3 - Rent............................................................................................................................................ 5
Article 4 - Demolition and Construction of Improvements.......................................................................... 6
Article 5 of Ownership of Improvements..................................................................................................... 10
Article 6 he Acceptance of the Premises... 10
Article 7 - Covenant of Title and Quiet Possession..... 0 to *Beef%#* I 1
Article 8 - Use of Premises, Compliance with Laws.................................................................................. 11
Article9 — Taxes; Utilities. . 0 a I a a 1 4 4 a 9 0 0 W 0 1 1 9 a 6 0 a I a a 0 a a I I a 9 * 0 4, a 0 0 6 6 * 0 0 a 6 a 0 4 9 e a 0 4 0 0 v P * 9 0 0 W a 0 0 0 a 9 a 0 0 or 0 9 a a a P a a q v 9 a v a a 6 v I a 0 * 9 v a V a a a a 0 a 0 0 a 0 0 0 0 4 0 9 0 0 0 t 0 8 0 9 12
Article 10 - Maintenance by DFW.............................................................................................................. 13
Article 11 - Maintenance by AMERICAN; Condition at Termination....................................................... 13
Article 12 - Alterations, Additions and Improvements............................................................................... 14
Article 13 - Signage and Advertising.......................................................................................................... 14
Article 14 - DFW's Right of Entry ............................................................................................................. 15
Article 15 - Assignino Subleasing, and Mortgaging................................................................................. 16
Article16 - Insurance.................................................................................................................................. 20
Article17 SO Indemnity................................................................................................................................9 22
Article 18 Fire and Casualty Damage. a a 4 6 a 9 0 a * 0 1 6 a a a 4 4 9 * 0 * a d * 9 6 9 1 0 4 0 0 a 0 a I a 4 a 4 0 o a 4 a a V a 9 V v V 0 * a S a 0 t V 0 0 To 0 0 a a a a 0 # or 0 0 0 0 a a 9 9 a v * 0 0 a I a 1 9 0 a 4 a k a a a * 4 a 23
Article19 -Condemnation.......................................................................................................................... 24
Article20 - Default,. 9 9 6 t * 4 a a 6 6 a W 6 a v a 0 1 4 9 0 a 0 a v 0 a **off a at a veto 94 0 Ott tt*t*o S 1 6 W 0 rot V 9 0 0 to 0 0 a a 0 6 It 0 9 t 4 9 4 1 a a I a a w a 4 0 4 a 0 P to go 0 0 0 at 9 k 0 6 6 4 0 off 0 9 to to 0 25
Article21 of Environmental Matters............................................................................................................ 28
Article22 - Non-Discrimination................................................................................................................. 43
Article23 - Notice of Sale.......................................................................................................................... 46
Article24 - Miscellaneous.........................................................................................................................a 46
Exhibit A - Legal Description of Premises
Exhibit B - Drawing of Tracts 1 through 4
Exhibit C WE Site Plan of New Headquarters
Exhibit D OF Memorandum of Lease
This Amended and Restated Lease (this "Lease"), dated as of December 17, 2015 (the "Effective
Date"), is made by and between the Dallas / Fort Worth International Airport Board (together with its
successors and assigns, "DFW") and American Airlines, Inc., a Delaware corporation (together with its
permitted successors and assigns, "AMERICAN"), pursuant to the terms and conditions set forth below.
This Lease is an amendment and a complete restatement of a lease between said parties entitled American
Airlines Special Facilities Lease Agreement and dated as of October 1, 1972, together with all its
supplements and amendments executed prior to the Effective Date (collectively the "1972 Lease"). This
document shall, as of the Effective Date, totally and completely amend and restate the 1972 Lease.
Specifically, prior to the Effective Date the 1972 Lease shall govern the rights, duties and obligations of
DFW and AMERICAN with respect to the premises covered thereby, and on and after the Effective Date
this Lease shall govern the rights, duties and obligations of DFW and AMERICAN with respect to the
Premises. Under no circumstances shall this Lease be construed as a new lease or a termination of the
1972 Lease.
WHEREAS, pursuant to the 1972 Lease, DFW leased to AMERICAN various lands and facilities
at the Dallas/Fort Worth International Airport (the "Air ort')%
WHEREAS the only lands still leased by AMERICAN pursuant to the 1972 Lease (the "1972
Leased Premises") are several tracts located in the area of the southwest corner of the intersection of
Texas State Highway 360 and Texas State Highway 183, entirely within the corporate limits of the City
of Fort Worth, Texas, all of which lands are owned by the Cities of Dallas and Fort Worth, Texas (the
"Cities") and comprise part of the Airport, and some of which lands have been in continual possession of
AMERICAN or its assigns since before the 1972 Lease;
WHEREAS the 1972 Lease was set to expire as to part of the 1972 Leased Premises in the year
2039; and was set to expire as to the remainder of the 1972 Leased Premises in the year 2043 (assuming
AMERICAN exercised its extension options); and
WHEREAS DFW and AMERICAN desire by this Lease to amend and restate in its entirety the
1972 Lease, resulting, among other things, in an extension of the term, a revision of the leased premises,
and additional financial and environmental protections, all as set forth below:
DEFINITIONS
As used in this Lease, the following terms shall have the respective meanings set forth below:
"I972 Lease" is defined in the first paragraph of this Lease above.
1972 Leased Premises" is defined in the third paragraph of this Lease above.
"Action" is defined in Section 24.I3.
"Airport" is defined in the second paragraph of this Lease above.
"AMERICAN" is defined in the first paragraph of this Lease above.
"AMERICAN Infrastructure 1111121 ovement3" is defined in Section 4.4.
"CEA" is defined in Section 21.1.
"Cities" is defined in the third paragraph of this Lease above.
"Concluding Environmental Assessment" is defined in Section 21.1.
`'Construction Documents" is defined in Section 4.1(b).
"DFW" is defined in the first paragraph of this Lease above.
"DFW Air ort Code" is defined in Section 8.2.
"DFW Environmental Rules" is defined in Section 21.1,
"DFW Representations" is defined in Section 6.1.
"DFW's Reserved Interests" is defined in Section 1.2.
"DFW Utility S, sty ems" is defined in Section 1.3.
"Discharge" is defined in Section 21.1.
"EAD" is defined in Section 21.1.
"Effective Date" is defined in first paragraph of this Lease above.
"Environmental Indemnitees" is defined in Section 21.8(a).
"Environmental Impact Claim" is defined in Section 21.1.
"Environmental Law(s)" is defined in Section 21.1.
"Environmental Site Inspection" is defined in Section
"ESI" is defined in Section 2I.1.
"Event of Default" is defined in Section
"Gstendc;d Term("s)" is defined in Section 2.2.
"Fee Estate" is defined in Section 7.1.
"Force Mature" is defined in Section 24.11.
"Foreclosure" is defined in Section IS.S.
"Governmental Entities" is defined in Section 9.1.
"Hazardous Material(s)" is defined in Section 21. I .
"incentives" is defined in Section 9.1.
z
"Initial Term" is defined in Section 2.1.
"Land" is defined in Section 1.1.
"Laws" and "Law" are defined in Section 8.2.
"Lxasc" is defined in first paragraph above,
"Leasehold Improvements" is defined in Section 4.1(a),
"Leasehold Mort�a�e" is defined in Section 15.5.
"Major Improvement" is defined in Section 4.1(b).
"Mortg_a ee" is defined in Section I5.5.
"NPDES" is defined in Section 21.1.
"New Headquarters" is defined in Section 4.6.
"Partial Condemnation" is defined in Section 19.1.
"PCB's" is defined in Section 2l. I.
"Premises" is defined in Section 1.1.
"Prepaid Rent" is defined in Section 3.1(b).
"Prevailing Party" is defined in Section 24.13.
"Prime Rate" means the per annum interest rate shown as the "prime rate" in the Money Rates column or
section of the most recent issue of The IVall Street Journal.
"Process Wastewater" is defined in Section 21.1.
"Release" is defined in Section 21.1.
"Removable Property" means all trade fixtures, furniture, equipment, flight simulators, lifts, racking,
shelving, signage bearing AMERICAN's name or the name of AMERICAN's subtenants or licensees,
and all other items of personal property that may be removed without material damage to the Premises,
including display furnishings and satellite and other communication equipment.
"Rent" is defined in Section 3. l (c).
"Sign" is defined in Section 13.1.
"Solid Waste" is defined in Section
"Sublessee" is defined in Section 21.1.
"TPDES" is defined in Section 2 I . l .
"Term" is defined in Section 2.2.
"Tract" is defined in Section 2.2.
3
"Work" is defined in Section 4.Sla).
ARTICLE 1 -Demise, Premises, and Reservations
l , l DFW, in consideration of the rents hereinafter reserved and agreed to be paid by
AMERICAN, hereby leases to AMERICAN, and AMERICAN, upon the terms and conditions hereinafter
set forth, hereby leases from DFW, the land particularly described in Exhibit A. situated at the Airport
within the City of Fort Worth, County of Tarrant, State of Texas (the "Land"), together with any and all
of DFW's right, title and interest in any (a) improvements, buildings, fixtures, and personal property now
or in the future located on the Land, (b) development rights associated with the Land, but only for the
permitted uses as set forth in this Lease, and (c) appurtenances belonging or appertaining to the Land
(collectively, the "Premises"). AMERICAN's rights in the air space of the Premises shall be subject to
the air navigation rights of the United States of America and the rules and regulations pertaining thereto.
Any land that was leased pursuant to the 1972 Lease but is not included within the Land is hereby deemed
to be returned to DFW free of any leasehold estate.
1.2 It is agreed and understood that the Land's groundwater and oil, gas and other minerals
(collectively, "DFW's Reserved Interests") are expressly reserved to DFW, but DFW hereby waives and
covenants not to grant, sell or convey any right to enter upon the surface of the Land to conduct any
drilling, exploration, or mining activities during the Term for the purpose of producing DFW's Reserved
Interests, nor any other rights to remove the same in any manner, or to any extent that would affect the
surface of the Land or any of the Leasehold Improvements; provided, however, that an oil and gas
operator shall not be prevented from exploring for, drilling for and producing DFW's Reserved Interests
by operations on surface locations outside the Land, including, but not limited to, horizontal or directional
drilling operations, so long as the same are at least one thousand feet from the boundary of the Land and
are at a depth below the surface of the Land that will not cause any damage to or change in the surface of
the Land or the Leasehold Improvements.
1.3 DFW reserves the right, easement and license, for its own benefit, or for the benefit of
others, to install and maintain within the Land existing and future underground utility systems, or other
underground systems, including without limitation systems for the transmission of natural gas, systems
for the supply of heat, water, gas and electricity, and systems for the furnishing of fire alarm, fire
protection, sprinkler, sewerage, drainage, telephone and other communications services, including all
lines, pipes, mains, wires, conduits, and equipment connected with or appurtenant to such systems, even if
such systems serve properties other than the Premises (collectively, the "DFW Utility Systems"); and
DFW reserves the right to enter upon the Premises and to make such temporary disruptions or destruction
of the surface of the Premises as may be reasonably necessary to the installation or maintenance of the
0
DFW Utility Systems; provided, however, the DFW Utility Systems shall be underground, shall not
unreasonably interfere with AMERICAN's use and enjoyment of the Premises, and provided further that
DFW shall repair, at its expense, any damage to the Premises caused by the use, installation and
maintenance of the DFW Utility Systems, and shall restore the Premises to the condition in which
AMERICAN had maintained them, all within a reasonable period of time thereafter. Notwithstanding
anything to the contrary contained in this Lease, any new DFW Utility Systems shall be located along the
boundary of the Land and in a location that does not extend more than twenty feet within the exterior of
such boundary.
ARTICLE 2 -Term of Lease, Right of Termination
2.1 AMERICAN shall have and hold the Premises for an initial term that commenced as
provided in the 1972 Lease and will expire on December 31, 2043 (the "Initial Term").
2.2 AMERICAN shall have and hold the Premises for an extended term that shall commence
at the expiration of the Initial Term and will expire on December 31, 2114, unless terminated early as set
forth below (the "Extended Term"). The Initial Term and the Extended Term shall hereafter be
collectively referred to as the "Term". The Premises shall be divided into four separate tracts, designated
on Exhibit B as Tracts 1, 2, 3, and 4 (each a "Tract"). Notwithstanding anything to the contrary contained
in this Section 2.2, and assuming AMERICAN timely delivers a 6-month termination notice to DFW,
AMERICAN may at any time, and from time to time, terminate this Lease as to one or more of the Tracts,
and thereafter AMERICAN shall have no leasehold interest with respect to the Tract(s) so terminated.
Any such termination must be as to the entirety of the Tract(s) terminated. Additionally, in connection
with any termination of Tracts 2 or 3, AMERICAN may in its discretion alter the boundary between
Tracts 2 and 3, but only within the cross -hatched area shown in Exhibit B. The division of the Premises
into separate Tracts applies only with respect to the right of termination in this Section 2.2. For all other
purposes, including without limitation default under this Lease and the remedies therefor, the Premises
shall be treated as a single parcel, and a default occurring on fewer than all of the Tracts shall affect the
entire Premises.
ARTICLE 3 -Rent
3.1 (a) During the Initial Term, AMERICAN shall continue to pay Rent to DFW in the
amount of Fifteen Thousand and O/100ths Dollars ($15,000.00) per annum, payable in advance on the
first business day of each calendar month in equal monthly installments of One Thousand Two Hundred
Fifty and 0/100ths Dollars ($1,250.00).
E
(b) AMERICAN shall pay Rent to DFW for the Extended Term in one lump sum, payable
within ten business days after the execution of this Lease by both DFW and AMERICAN, in an amount
that has been determined to be the present value of the fair market rental value of the Premises for the
Extended Term, and further based on the assumption of a developable site on Tract 3 that is free of
structures to be demolished and removed. That lump sum is Fourteen Million and 0/100ths Dollars
($14,000,000,00), less Four Million and 0/100ths Dollars ($4,000,000.00) for AMERICAN's cost of
demolition and removal of certain existing improvements on and around Tract 3 and certain other
extraordinary costs to prepare certain portions of the Premises for development, resulting in a total lump
sum prepayment of Rent for the Extended Term (the "Prepaid Rent") in the amount of Ten Million and
0/100ths Dollars ($10,000,000.00).
(c) The rental payments contemplated in subsections (a) and (b) of this Section 3.1 are
collectively defined as the "Rent". In the event AMERICAN terminates this Lease early as to some or all
of the Tracts pursuant to Section 2.2 above, there shall be no reduction or rebate of any part of the Prepaid
Rent,
3.2 In addition to Rent set forth above, AMERICAN shall be responsible for paying DFW
any default interest specified in Section 20.1.
3.3 All payments required to be paid to DFW pursuant to this Lease shall be delivered to the
Airport Department of Finance, P.O. Box 619428 (if by mail), 2400 Aviation Drive (if in person), DFW
Airport, "Texas, 75261-9428, or to such other addresses as designated by DFW following not less than
thirty days' written notice to AMERICAN.
ARTICLE 4 -Demolition and Construction of Improvements
4.1 (a) AMERICAN, at its sole risk and expense, shall construct the improvements generally
described on Exhibit C, and shall have the right from time to time in its sole discretion, to demolish,
construct and alter any Leasehold Improvements and AMERICAN Infrastructure Improvements as long
as all of the same (i) are done in strict compliance with all Laws and the terms of this Lease and (li) any
improvements constructed on the Land after the Effective Date are of a design and of a quality, taken as a
whole, that are consistent with other Class A office campuses in the Fort Worth, Texas area. Any
improvements constructed on the Land by AMERICAN, whether now existing or hereafter constructed,
are referred to herein as the "Leasehold Improvements").
(b) Prior to the construction of any buildings, parking garages or other major structures on
the Land (a "Major Improvement"), AMERICAN and/or its subtenants, at their sole expense, shall cause
an architect to prepare and submit to DFW, for DF w s review, a reasonable number of original copies of
the complete set of final plans and specifications for each and every Major Improvement, together with an
anticipated construction schedule of key events and dates (the "Construction Documents"). Within thirty
(30) days after the receipt by DFW of the Construction Documents, DFW shall return the same to
AMERICAN, indicating, in DFW's opinion, whether the Construction Documents with regard to such
construction activity comply or do not comply with the requirements of this Lease. If, in DFW's opinion,
the Construction Documents do not comply with the requirements of this Lease, DFW shall additionally,
and at the same time, provide AMERICAN with comments to enable AMERICAN's architect to make the
Construction Documents so comply, Such process shall continue until DFW indicates in writing to
AMERICAN that the Construction Documents so comply, except the time period for DFW's subsequent
reviews shall be limited to ten (10) days after submission of the revised Construction Documents by
AMERICAN. The failure of DFW to timely respond to either the initial submission of the Construction
Documents or any subsequent submission of the Construction Documents shall be deemed DFW's
approval of the same if DFW fails to timely respond after AMERICAN delivers a notice to DFW, with
respect to the delivery of the applicable Construction Documents, that conspicuously notifies DFW that
the failure of DFW to timely respond within the applicable period shall be deemed an approval of the
Construction Documents. Once approved by DFW, the Construction Documents shall not be materially
modified or amended without prior written consent of DFW, which consent shall not be unreasonably
withheld, conditioned or delayed.
(c) Notwithstanding anything in this Lease to the contrary, neither DFW's review of the
Construction Documents nor any subsequent approvals or inspections with respect to the construction of
the Leasehold Improvements and AMERICAN Infrastructure Improvements shall (1) relieve, or waive as
to any specific item(s), AMERICAN's obligation to construct the improvements in accordance with
applicable Law, and (ii) be deemed to create any express or implied warranties or representations by
DFW or any of its employees, agents, representatives or designees as to the structural integrity, technical
or mechanical sufficiency, or safety of the improvements or as to any physical condition or feature
pertaining to the Premises.
4.2 AMERICAN shall include in all construction contracts entered into by it in connection
with any Major Improvement a provision requiring the contractor to indemnify, hold harmless, defend
and insure DFW, the Cities, and their directors, officers, councils, employees, from and against the risk of
legal liability for death, injury or damage to persons or property, direct or consequential, arising or
alleged to arise out of, or in connection with, the performance of any or all of such construction work,
whether the claims and demands made are just or unjust, unless same are caused by the negligence or
7
wiHIM act of the indemnified parties. AMERICAN shall furnish, or require the contractor to furnish,
proof of insurance required by this Lease.
4.3 If a mechanic's lien affidavit or other attempted lien or order for the sale of the Premises
shall be filed against the Premises, AMERICAN shall, at its own cost and expense, within sixty (60) days
after notice by DFW to AMERICAN of the filing thereof, cause the same to be canceled and discharged
of record, "bond -off' the same in compliance with applicable Law, or furnish DFW with a surety bond
issued by a surety company protecting DFW and the Cities from any loss because of AMERICAN'S non-
payment of such lien claim. AMERICAN shall be entitled to contest any such lien claims by appropriate
judicial proceedings. AMERICAN AGREES TO INDEMNIFY, DEFEND, AND HOLD
HARMLESS DFW AND THE CITIES FROM AND AGAINST ANY AND ALL COSTS AND
EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEYS' FEES) IF ANY SUCH
LIEN CLAIM IS FILED, AMERICAN FAILS TO TIMELY REMEDY THE SAME AS SET
FORTH IN THE IMMEDIATELY PRECEDING SENTENCE, AND THEREAFTER DFW IS
FORCED TO TAKE ACTION TO CLEAR TITLE TO THE PREMISES. NOTHING IN THIS
LEASE SHALL BE DEEMED OR CONSTRUED IN ANY WAY AS CONSTITUTING THE
CONSENT OR REQUEST OF DFW OR THE CITIES, EXPRESS OR IMPLIED BY
INFERENCE OR OTHERWISE, TO ANY CONTRACTOR, SUBCONTRACTOR; LABORER
OR MATERIALMAN FOR THE PERFORMANCE OF ANY LABOR OR THE FURNISHING
OF ANY MATERIALS FOR ANY SPECIFIC ALTERATION, ADDITION, IMPROVEMENT OR
REPAIR THAT WOULD GIVE RISE TO THE FILING OF ANY LIEN AGAINST THE FEE
ESTATE, NOR AS GIVING AMERICAN ANY RIGHT, POWER OR AUTHORITY TO
CONTRACT FOR OR PERMIT ANY RENDERING OF ANY SERVICES OR THE
FURNISHING OF ANY MATERIALS THAT WOULD GIVE RISE TO THE FILING OF ANY
LIEN AGAINST THE FEE ESTATE, NOTICE IS HEREBY GIVEN THAT DFW AND THE
CITIES SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS
FURNISHED OR TO BE FURNISHED TO AMERICAN, OR TO ANYONE HOLDING THE
PREMISES THROUGH OR UNDER AMERICAN, UPON CREDIT, AND THAT NO
MECHANIC'S OR OTHER LIEN FOR SUCH LABOR, SERVICES OR MATERIALS SHALL
ATTACH TO OR AFFECT THE FEE ESTATE,
4.4 AMERICAN shall be responsible at its expense for the design and construction of all
infrastructure improvements required to provide access and utilities to the Premises, whether now or in
the future (the "AMERICAN Infrastructure Improvements"). Such design and construction of the
AMERICAN Infrastructure Improvements shall be performed in strict compliance with this Article 4.
F
DFW makes no representation regarding the duty, ability, or willingness of the City of Fort Worth to
permit utility connections or roadway improvements outside the boundaries of the Airport, nor as to fees
that may be required to obtain necessary permits from the City of Fort Worth for said utility connections
or roadway improvements. DFW shall not be obligated to reimburse AMERICAN for any such fees or
expenses.
4.5 (a) AMERICAN, whether through contractors or otherwise, shall supervise and
direct the construction and development of any Leasehold Improvements and AMERICAN Infrastructure
Improvements (the "Work'). AMERICAN, and its design professionals and contractors, shall be
responsible for all construction methods, techniques, sequences, procedures and coordination of the
Work.
(b) AMERICAN shall cause its contractors to provide and timely pay for all labor,
materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation,
and other facilities and services necessary for the proper execution and completion of the Work.
(c) The Work will be done in a good and workmanlike manner. All Work will be of
good quality, free from material faults and defects and in substantial conformity with the Construction
Documents therefor.
(d) AMERICAN at its sole cost: (i) shall pay all sales, consumer, use and other
similar taxes required by Law; and (ii) shall secure and pay for all permits, governmental fees, and
licenses necessary for the proper execution and completion of the Work.
(e) AMERICAN may designate a project manager to supply necessary assistance in
connection with any Work. AMERICAN or the project manager shall exercise general supervision of the
Work to insure correct performance of the Work.
(f) AMERICAN shall cause its contractors to correct any material defects in
workmanship and/or materials performed or supplied for Lite Work or which fails to comply to any
material extent with the Construction Documents, whether observed prior to, or within one (1) year after,
substantial completion of the Work and whether or not fabricated, installed or completed, within a
reasonable time after notification of such discrepancies and defects by DFW. As between DFW and
AMERICAN, AMERICAN shall bear all costs of correcting such rejected work.
(g) AMERICAN shall be responsible for initiating, maintaining and supervising all
safety precautions and programs with respect to the Work. AMERICAN shall take (or require that its
general contractor take) all reasonable precautions for the safety of, and shall take all reasonable steps to
prevent damages, injury or loss to: (i) all employees and subcontractors performing the Work; and (ii) all
materials and equipment to be incorporated therein, whether in storage or on or off the site, and in the
care, custody or control of AMERICAN, or any of its contractors or subcontractors and other property on
the site or adjacent thereto, including trees, shrubs, lawns, lots, pavements, roadways, construction, and
utilities not designated for removal, relocation or replacement in the course of the Work.
4.6 Following the execution of this Lease, AMERICAN shall demolish the existing
Leasehold Improvements located on Tract 3 and construct thereon the Leasehold Improvements and
AMERICAN Infrastructure Improvements generally shown on Exhibit C attached hereto (collectively, the
New Headquarters"). Exhibit C contains a site plan showing the approximate footprint of all buildings
and other structures AMERICAN is to construct as part of the New Headquarters. Without implying or
otherwise indicating that DFW's approval is required, DFW hereby approves the location of the New
Headquarters, as shown or described in Exhibit C. The New Headquarters must comply with all
requirements of this Article 4, and AMERICAN shall obtain necessary permits, licenses and approvals
required by this Lease and under applicable Law.
DFW.
ARTICLE 5 -Ownership of Improvements
5.1 During the Term, all Leasehold Improvements, once constructed, shall be owned by
ARTICLE 6 -Acceptance of the Premises
6.1 AMERICAN occupied the Premises at the time it became part of the Airport and has
continued to occupy most of the Premises since that time. AMERICAN hereby acknowledges that it has
conducted all necessary due diligence and that the entire Premises is suitable for all permitted uses.
AMERICAN acknowledges that it has inspected the entire Premises in its present condition.
Notwithstanding anything to the contrary contained in this Lease, it is understood and agreed that the
Premises is being accepted "as is" without any representation or warranty by DFW or the Cities, other
than the representations and warranties of DFW expressly set forth in this Lease (collectively, the "DFW
Representations"). Except for the DFW Representations, DFW has not made and does not hereby make
any express or implied representations or warranties whatsoever with respect to the condition of the
Premises, including without limitation any representation or warranty regarding compliance with Laws,
merchantability, environmental condition, fitness for any particular purpose, or for its profitability, and
AMERICAN acknowledges that except for the DFW Representations, it is entering into this Lease
without relying upon any statement or representation made by DFW or by any agent of DFW or any other
10
person. DFW has made no representations concerning infrastructure to be made on the Airport by DFW
or other DFW improvements. AMERICAN WAIVES ANY AND ALL CLAIMS OR CAUSES OF
ACTION AGAINST DFW AND THE CITIES arising from the matters disclaimed in this Section 6.1.
ARTICLE 7 -Covenant of Title and Quiet Possession
7.l DFW represents and warrants to AMERICAN that the Cities are vested with fee simple
title to the Premises (the "Fee Estate") and have full right and lawful authority to lease the Premises to
AMERICAN pursuant to this Lease and to authorize (and have authorized) DFW to lease the Premises to
AMERICAN. Neither the Cities nor DFW shall disturb AMERICAN'S quiet possession of the Premises
during the Term, provided no Event of Default has occurred and is continuing. No security interests,
mortgages or other liens, whether consensual or involuntary, shall be created on the Fee Estate which
impair or disturb AMERICAN's rights hereunder, and any of the same shall in all events be subordinate
and subject to this Lease.
7.2 DFW hereby represents and warrants to AMERICAN as follows:
(a) No joinder or approval of another person is required with respect to DFW's right
and authority to enter into this Lease other than the Cities and the Federal Aviation Administration, which
DFW represents has been obtained;
(b) There are no voluntary liens or security interests, and to the best of DFW's
knowledge, there are no claims of involuntary liens or security interests, affecting the Fee Estate or
DFW's right and authority to enter into this Lease;
(c) There is no underlying or senior lease covering the Premises or affecting DFW's
right and authority to enter into this Lease; and
(d) There are no local governmental zoning laws or restrictions affecting DFW's
right and authority to enter into this Lease.
ARTICLE 8 -Use of Premises, Compliance with Laws
8.1 AMERICAN, and all AMERICAN's approved subtenants and assignees, may use the
Premises only for (a) the development, construction, repair, maintenance, replacement and operation of
buildings used for offices, training facilities, conference centers, technology centers and housing, which
housing must be directly associated with such uses, as well as associated parking and other amenities and
11
uses that directly support any of the foregoing, including, without limitation, cafeterias, food courts, retail
outlets, taverns, fitness facilities and the like that are being operated solely for the benefit of employees
and invited guests of the Premises, and not for the benefit of the general public, and (b) such other lawful
purposes as may be approved by official resolution of DFW. No person claiming by, through or under
AMERICAN may use the Premises for any other purpose without DFW's prior written consent, which
may be withheld in DFW's sole discretion. Restaurants and retail facilities not otherwise complying with
this Section 8.1 are expressly prohibited on the Premises. General purpose hotels, restaurants and retail
facilities that are open to the general public are expressly prohibited on the Premises.
8.2 AMERICAN hereby represents and warrants that any Leasehold Improvements,
AMERICAN Infrastructure Improvements, the Premises and all parts thereof shall be in full compliance
with all applicable federal, state, and local laws, including without limitation all applicable statutes,
regulations, ordinances, permits, codes, orders, and the DFW Airport Code of Rules and Regulations (as
published by DFW and as amended and supplemented from time to time (herein called the "DFW Airport
Code"), and all regulations of any board of fire underwriters having jurisdiction which affect the intended
use of the Premises (collectively, the "Laws" or the "Law" ). AMERICAN shall be required to comply
with all requirements applicable to the Leasehold Improvements, the AMERICAN Infrastructure
Improvements and any other improvements, the Premises, and operations thereon to the extent mandated
by the Law. Notwithstanding anything to the contrary contained in this Lease, (a) the terms "Laws" and
"Law" shall specifically exclude the DFW Design Criteria Manual and DFW's policies and procedures
related to the environment, and any other similar DFW rules or regulations that are primarily intended for
terminal and other airline transportation operations, (b) DFW agrees to be reasonable in its application of
the DFW Airport Code to the Premises, and any future modifications and additions to the DFW Airport
Code that are applicable to the Premises (i) shall be reasonable, (ii) shall be nondiscriminatory, (iii) shall
not be in conflict %%jith any other applicable Laws and (iv) shall not unreasonably and adversely affect
AMERICAN's rights under this Lease, and (c) prior to final promulgation of any material amendment to
the DFW Airport Code that will affect the Premises, DFW shall provide AMERICAN with reasonable
notice of, and opportunity to comment on, such change, and nothing herein shall prejudice the right of
AMERICAN to undertake appropriate legal action to contest any proposed amendment to the DFW
Airport Code that will affect the Premises.
ARTICLE 9 -Taxes; Utilities
9.1 AMERICAN agrees to pay all taxes of any kind, if any, which may accrue as to
AMERICAN's business operations, which may accrue as to AMERICAN's use and occupancy of the fee
estate or the leasehold estate concerning the Premises, or which may accrue as to the personal property
12
situated on the Premises, regardless of which party legally owes the taxes. AMERICAN shall be entitled
to seek whatever tax exemptions may be available, but DFW makes no representations whatsoever
concerning the current or future tax-exempt status of the Premises or property thereon. DFW shall
reasonably cooperate with AMERICAN as necessary to give AMERICAN standing to seek or defend any
available tax exemptions and to defend against any claim or levy of tax upon the fee estate of DFW or the
leasehold estate of AMERICAN, at AMERICAN's expense. AMERICAN shall have the sole right and
authority to contest any taxes levied on the leasehold estate leased to AMERICAN hereunder; provided,
however, in no event shall the foregoing provision be construed as prohibiting (a) DFW or the Cities from
participating in the contest of taxes levied or threatened to be levied on the Fee Estate or (b) any taxing
authority, in its capacity as a taxing authority, from challenging, disputing or otherwise contesting the
appraised value of the Fee Estate or such leasehold estate, levying any taxes thereon, revoking, denying or
challenging any tax exemptions or tax abatements thereon, or taking any such other action as may be
permitted by applicable law in acting in its capacity as a taxing authority. In addition, AMERICAN
expects to receive certain economic incentives ("Incentives") from the City of Fort Worth, Texas, and
Tarrant County, Texas (the "Governmental Entities") in connection with the Premises and the location of
AMERICAN's business and personnel within the City of Fort Worth and Tarrant County. DFW shall
cooperate to the extent AMERICAN reasonably requests and at no cost to DFW in order to satisfy any
condition established in connection with AMERICAN's receipt of the benefit of Incentives, including,
without limitation, supplying any necessary information, executing required forms (in form and content
reasonably acceptable to DFW), and other similar actions. The parties intend that AMERICAN will
receive all economic benefits derived from Incentives.
9.2 AMERICAN shall arrange and pay for all fuel, gas, light, power, water, sewage, garbage
disposal, telephone, cable and other utility charges for the Premises, and the expenses of installation,
maintenance, use, and service in connection with the foregoing.
ARTICLE 10 -Maintenance by DFW
10.1 DFW shall have no duty or obligation to maintain any portion of the Premises, Leasehold
Improvements or the AMERICAN Infrastructure Improvements, except as reasonably necessary to repair
physical damage caused by DFW's disturbance thereof, and then only under the supervision of
AMERICAN.
ARTICLE 11 -Maintenance by AMERICAN; Condition at Termination
I I.1 At its expense, AMERICAN shall use reasonable care and diligence to keep and maintain
the Premises free from waste or nuisance. At the expiration or earlier termination of this Lease (as to the
13
entire Premises or as to any individual Tract), AMERICAN shall, with respect to that portion of the
Premises affected by the expiration or termination of the Lease, and at DFW's election, either (i) deliver
the Land, the Leasehold Improvements and AMERICAN Infrastructure Improvements to DFW in their
"as -is," "where -is" condition, subject to AMERICAN's right to remove Removable Property, or (ii)
demolish and remove any Leasehold Improvements and AMERICAN Infrastructure Improvements and
return vacant, unimproved land to DFW. DFW must exercise the option granted in this Section 11.1
within either one hundred eighty days after notice of termination is given by AMERICAN in accordance
with Section 2.2 or, in the event of the expiration of this Lease, within one hundred eighty days before the
expiration of this Lease, and if DFW elects to have AMERICAN demolish and remove any Leasehold
Improvements and AMERICAN Infrastructure Improvements, A1YtERICAN shall have a period of one
hundred eighty days following the termination or expiration of this Lease to complete the same. The
failure of DFW to timely deliver its written election to AMERICAN as required by this Section 11.1 shall
be deemed an election by DFW for AMERICAN to deliver the Land, the Leasehold Improvements and
AMERICAN Infrastructure Improvements to DFW in their "as -is," "where -is" condition, subject to
AMERICAN's right to remove Removable Property. Regardless of the election made by DFW pursuant
to this Section 11.1, the Land, Leasehold Improvements and/or AMERICAN Infrastructure Improvements
returned to DFW must be in compliance with Article 21 hereof.
ARTICLE 12 -Alterations, Additions and Improvements
12.1 Subject to the construction permitting and code enforcement process required by Law,
and notwithstanding anything to the contrary set forth in this Lease, AMERICAN shall have the right to
construct, alter or improve the interior of any building or other Leasehold Improvement without the
consent or approval of DFW,
12.2 AMERICAN acknowledges that any exterior building modifications, renovations,
demolitions or major alterations to public areas and streetscapes of the Premises shall be performed in
accordance with Article 4, at AMERICAN's sole cost and expense. AMERICAN shall coordinate with
DFW's Vice President of Commercial Development for review and approval prior to any required permit
application.
ARTICLE 13 - Signage and Advertising
13.1 AMERICAN and subtenants shall have the right to install maintain and replace in, on or
over or in front of the Premises, or in any part thereof, wayfinding signs, identification signs (monument
or otherwise) and signs advertising businesses located on or in the Premises, so long as the same are in
compliance with Law and, if the same are visible from the perimeter of the Premises, are consistent with
14
other Class A office campuses in the Fort Worth, Texas area. DFW hereby agrees that all signs that are
currently visible from the perimeter of the Premises as of the Effective Date are consistent with other
Class A office campuses in the Fort Worth, Texas area. The parties hereto agree that billboards of any
kind that are visible from the perimeter of the Premises are prohibited. In all events, AMERICAN and its
subtenants shall obtain any necessary permits required by Law for such purposes. As used in this Section
13.1, the word "sign" shall be construed to include any placard or other advertising symbol or object,
irrespective of whether same be temporary or permanent. AMERICAN and its subtenants shall remove
all signs at the expiration or earlier termination of this Lease or any individual Tract, with respect to that
portion of the Premises affected by the expiration or termination of the Lease, and shall repair any
damage caused by such removal.
13.2 During the Term, AMERICAN and its subtenants shall not be required to remove its
signs unless required to do so by any applicable Law enacted subsequent to the date hereof. AMERICAN
and its subtenants may at any time remodel or replace the sign face to conform with their then standard
signage so long as the same is performed in compliance with Section 13.1.
13.3 Advertising is an important source of revenue to DFW. Signs containing advertising
other than for businesses located on or in the Premises shall not be permitted if the same are visible from
the perimeter of the Premises. Signs that are visible from the perimeter of the Premises may only be
wayfinding signs or identification signs of businesses located on or in the Premises, and may not contain
messages other than the identification and location of such businesses.
13.4 AMERICAN hereby agrees to indemnify, defend and hold harmless DFW and the Gities
of Dallas and Fort Worth, Texas from and against any claims, suits, costs and expenses (including
reasonable attorneys' fees) resulting from or in any way connected with a claim by any third party that
AMERICAN's or its subtenants' signage violates or infringes any trademark, trade name or copyright
held by such third party.
ARTICLE 14 - DFW's Right of Entry
14.1 DFW and its authorized agents may, upon two (2) business days' notice, enter the
Premises during AMERICAN's normal business hours to inspect the general conditions and state of
repair of the Premises. DFW shall not interfere with, or create a hazard to, AMERICAN's normal
business operations during such entry. Nothing in this section shall deprive DFW of the right to exercise
governmental authority over the Premises as provided by Law, regardless of whether said exercise
constitutes an emergency.
15
ARTICLE 15 -Assigning, Subleasing, and Mortgaging
15.1 AMERICAN may not assign this Lease, in whole or in part, without the express written
consent of DFW, which consent may not be unreasonably withheld, conditioned or delayed if the assignee
has a sufficient net worth or sufficient creditworthiness to perform all of AMERICAN's obligations under
this Lease first arising from and after such assignment. No assignment shall be effective until the
assignee assumes in writing all of AMERICAN's obligations under this Lease that first arise from and
after such assignment. Upon assumption by the assignee, and any required consent of such assignee by
DFW, AMERICAN shall be automatically, and without further action, released from any obligations
under this Lease that first arise from and after the assignment. It is specifically understood and agreed
that any such assignment shall not act as a release of AMERICAN with respect to any obligations arising
before such assignment and not otherwise assumed by such assignee.
15.2 AMERICAN may enter into, modify or terminate any sublease of all or a part of the
Premises, all without the consent or approval of DFW. No sublease shall operate to release AMERICAN
of its liabilities and obligations under this Lease
15.3 Anything herein to the contrary notwithstanding, and without having to obtain the
express written consent of DFW, AMERICAN may assign or sublease this Lease, in whole or in part, to.
(a) any corporation or other legal entity into which or with which AMERICAN has merged or
consolidated; (b) any parent, subsidiary, successor, or affiliated entity of AMERICAN; or (c) any entity
which acquires all or substantially all of the assets of AMERICAN provided the resulting entity from
such merger or consolidation or the transferee in any assignment of this Lease, other than a parent,
subsidiary or affiliated corporation of AMERICAN, resulting from any such acquisition of the assets of
AMERICAN shall have a sufficient net worth or sufficient creditworthiness to perform all of
AMERICAN's obligations under this Lease first arising from and after the date of such assignment; and
provided further any such assignee shall agree in writing to assume and perform all of the terms and
conditions of this Lease that first arise after the date of such assignment, including, but not limited to,
complying with the permitted use provisions set forth in this Lease.
15.4 Provided any assignee of DFW assumes in writing all of DFW's obligations under this
Lease accruing after the date of an assignment and so notifies AMERICAN, DFW may assign its interest
in this Lease during the Term; provided, however. AMERICAN shall make all payments required under
this Lease to DFW until AMERICAN is furnished documentation evidencing such assignment, and
AMERICAN shall not be liable to any assignee for any rentals due hereunder until AMERICAN is
furnished documentation evidencing such assignment. Upon compliance with the terms and provisions
stated in the preceding sentence, DFW shall be released from all future obligations accruing under this
Lease.
15.5 Anything herein to the contrary notwithstanding and without having to obtain the consent
of DFW, AMERICAN shall have the right from time to time during the Term hereof to mortgage,
encumber, hypothecate or otherwise enter into and execute loan security instruments involving (and
granting a mortgage, deed of trust lien or security interest upon) AMERICAN's leasehold estate and
interest created by this Lease and all rights and interests of AMERICAN in and to its Removable Property
(a "Leasehold Moggq e" ). The mortgagee or other secured party or pledgee of a Leasehold Mortgage, or
its successors or assigns (the "Mortgagee') shall not be liable to perform the obligations of AMERICAN
hereunder unless and until the Mortgagee executes a written assumption of said obligations.
Notwithstanding the limitations on assignability set forth above, the Mortgagee shall not be required to
obtain DFW's consent to foreclose the Leasehold Mortgage or to acquire the leasehold estate by
voluntary assignment of this Lease in lieu thereof (collectively, a "Foreclosure"); provided, however, the
Mortgagee shall not be entitled to exercise any of the rights or privileges of AMERICAN hereunder
unless and until the Mortgagee executes a written assumption of all of AMERICAN's obligations and
liabilities hereunder first arising after the Foreclosure, and provided further that the Mortgagee shall not
be entitled to, without DFW's consent, thereafter employ AMERICAN as a manager of the Leasehold
Improvements or the leasehold estate or to maintain any other contractual relationship with AMERICAN
concerning the Leasehold Improvements or the leasehold estate (other than the contractual relationship
arising out of the Leasehold Mortgage and related loan documents). Upon a Foreclosure, the Mortgagee
shall be required to give timely notice thereof to DFW, and following such notice the Mortgagee shall
have the right, for a term not exceeding nine (9) months from the Foreclosure, and without assuming any
past or future Lease obligations, to make necessary repairs to the Premises or to otherwise protect the
Premises from deterioration, to market the Premises to prospective assignees, and to assign this Lease in
accordance with the terms hereof, provided that the Mortgagee's assignee must pay all amounts due under
the Lease, regardless of when they accrued, and must otherwise assume all obligations of this Lease first
arising after the date of the Foreclosure. if after the expiration of the nine (9) month period described in
this Section 15,5 the Mortgagee elects to execute a written assumption of this Lease, Mortgagee shall
nevertheless continue to have the right thereafter to assign this Lease with the consent of DFW, not to be
unreasonably withheld, conditioned, or delayed, and, from and after the effective date of such assignment
and the assumption by the assignee of all of the obligations of this Lease first arising after the date of such
assignment, the Mortgagee shall be released from all further obligations with respect to this Lease.
Notwithstanding anything in this Lease to the contrary, no Mortgagee or any person acting for or on
behalf of any Mortgagee shall have any liability under or with respect to this Lease or a new lease, except
17
wHit respect to such period as such Mortgagee or other person acting for or on behalf of such Mortgagee
is tenant under this Lease or the new lease.
1 S.6 In the event there is a termination of the leasehold estate under the provisions hereof prior
to the expiration of the Term of this Lease, the lien rights of any Mortgagee shall terminate and cease
immediately; provided, however, that (a) no right of DFW or AMERICAN to voluntarily terminate this
Lease (except in the case of a default not timely cured by Mortgagee in accordance with Section 20.2
below) shall be effectively exercised by DFW or AMERICAN, as applicable, nor honored by DFW or
AMERICAN, as applicable, unless such right of termination is joined in and consented to by Mortgagee,
(b) Mortgagee shall be entitled to cure any default under this Lease in accordance with Section 20.2
below, prior to DFW terminating this Lease or terminating AMERICAN's rights of possession under this
Lease, and (c) if this Lease is terminated for any reason whatsoever (including the rejection of this (..ease
by AMERICAN or a trustee in a bankruptcy), DFW shall promptly notify the Mortgagee, and the
Mortgagee shall have, within a period of sixty (60) days after receipt of such notice, the right to require
DFW to (and DFW shall if so required) enter into a new lease of the Premises with the Mortgagee or its
nominee or designee under identical provisions and for the remainder of the Term of the Lease. DFW
shall not agree or consent to any amendment or modification of this Lease without the prior written
consent of the Mortgagee.
1 S.7 Nothing contained in any Leasehold Mortgage shall ever be construed to pledge,
mortgage, encumber, hypothecate, alienate or otherwise grant or convey all or any part of the Fee Estate,
s same is publicly -owned property not subject to encumbrance or involuntary sale or divestiture.
1 S.8 Upon creation of any Leasehold Mortgage, the Mortgagee shall notify DFW in writing
that a Leasehold Mortgage has been created, and shall furnish to DFW the address to which it desires
copies of notices to be mailed, or designate some person or corporation as its agent and representative for
the purpose of receiving copies of notices. DFW hereby agrees that no notice to AMERICAN under the
terms and provisions of this Lease shall be effective against a Mortgagee unless a duplicate copy thereof
is mailed in the manner provided herein.
I5.9 Within thirty (30) days of written request by AMERICAN, DFW shall execute and
deliver to AMERICAN, any prospective purchaser, assignee, mortgagee or trustee or beneficiary under a
deed of trust of the Premises or the leasehold estate hereunder or any part thereof, or any Governmental
Entity that has provided Incentives, without charge, a certificate certifying (a) that this Lease is
unmodified and in full force and effect (or, if there have been modifications, that this Lease is in full force
and effect, as modified, and stating the modifications), (b) the dates, if any, to which all Rent due
fD
hereunder has been paid, (c) whether there are then existing any charges, offsets or defenses against the
enforcement by AMERICAN of any agreement, covenant or condition hereof on the part of DFW to be
performed or observed (and, if so, specifying the same), (d) whether there are then existing any defaults
by AMERICAN in the performance or observance by AMERICAN of any agreement, covenant or
condition hereof on the part of AMERICAN to be performed or observed and whether any notice has
been given to AMERICAN of any default which has not been cured (and, if so, specifying the same), and
(e) as to any other fact -confirming matters (as opposed to legal conclusions) that are commercially
reasonable under the circumstances. DFW's failure to deliver such statement within thirty (30) days of a
written request therefor shall constitute a binding acknowledgement by DFW that (a) this Lease is in full
force and effect without modification except as may be represented by AMERICAN, (b) there are no
defaults in AMERICAN's performance hereunder, and (c) there have not been any payments of advance
Rent other than as provided in this Lease. Any such certificate may be relied upon by any prospective
purchaser, assignee, mortgagee or trustee or beneficiary under a deed of trust of the Premises or the
leasehold estate hereunder or any part thereof.
15.10 Upon request by AMERICAN or by any existing or prospective Mortgagee (provided
that AMERICAN pays any reasonable costs incurred by DFW in respect thereof), DFW shall deliver to
the requesting party such documents and agreements as the requesting party shall reasonably request to
further effectuate the intentions of the parties with respect to Leasehold Mortgages as set forth in this
Lease, including a separate written instrument in recordable form signed and acknowledged by DFW
setting forth and confirming, directly for the benefit of a specified Mortgagee, any and all rights of such
Mortgagees, provided that such rights are not already set forth in this Lease and are not merely a
statement of Law.
15.1 1 DFW hereby waives all statutory, constitutional and other landlord's liens to which DFW
might be entitled on AMERICAN's or any subtenant's personal property, goods, equipment, inventory,
furnishings, chattels, accounts and other assets that are not permanently affixed to the Premises (and
including all Removable Property). DFW hereby consents to the granting and establishment of security
interests in such assets. Such personal property, goods, equipment, inventory, furnishings, chattels,
accounts and other non -affixed assets (including all Removable Property) may be cross -collateralized
with AMERICAN's other assets. Secured parties may foreclose upon and remove collateral, provided (a)
they shall be obligated to reimburse DFW for the reasonable cost of repair of damage, if any, to the
Premises or improvements thereon caused by the removal of the collateral and (b) they conduct such
removal only after written notice to DFW. In the event of termination of the Lease by DFW, subject to
the rights of each Mortgagee as set forth hereinabove and subject to the rights of AMERICAN to remove
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any Removable Property, DFW shall be entitled to remove the collateral of the Mortgagee from the
Premises, to dispose of it without regard to commercial reasonableness, and to retain any proceeds of sale
thereof; provided, however, that secured parties that give DFW written notice of their security interests
shall be entitled to notice of termination and shall have at least ninety (90) days from said notice to take
possession of the collateral and to remove it from the Premises as their sole means of enforcing their
rights hereunder. Secured parties that give DFW written notice of their security interests may rely on the
assurances of this section, even though they are not parties to this Lease. Nothing in this section shall
alter the requirements for a Leasehold Mortgage set forth elsewhere in this Article 15.
ARTICLE 16 -Insurance
16.1 During the Term and any extension thereof; AMERICAN will, at its sole cost and
expense, obtain and maintain in full force and effect, and promptly pay all premiums, when due, for the
following types of insurance in the amounts specified and in the form herein provided:
(a) General Liability Insurance. AMERICAN wi[1 maintain commercial general liability
insurance, in amounts not less than a Combined Single Limit of $5,000,000 for any one occurrence and in
the aggregate where applicable for bodily injury (including death) to third parties and property damage.
Coverage will include but not be limited to Premises operations; blanket contractual liability; personal
injury, which coverage will be $5,000,000. Explosion, collapse and underground property damage
liability coverage's will not be excluded from such insurance coverage. DFW and the Cities of Dallas
and Fort Worth will be named as additional insured.
(b) Automobile Liability Insurance. AMERICAN will maintain commercial automobile
liability insurance, with a limit of not less than $1,000,000 each accident. Such insurance will cover
liability arising out of any auto (including owned, hired, and non -owned autos).
(c) Workers Compensation. AMERICAN will maintain statutory workers compensation and
employers liability insurance. The liability employer's limits for such policy wilt not be less than
$1,000,000 each accident for bodily injury by accident or $500,000 each employee for bodily injury by
disease.
(d) ertv Insurance. AMERICAN will maintain commercial property insurance covering
the Leasehold Improvements and betterments within the Premises. Commercial property insurance will,
at a minimum, cover the perils insured under the broad causes of loss form. Commercial property
insurance will cover the replacement cost of the insured property. Any coinsurance requirement in the
policy will be eliminated through the attachment of an agreed amount endorsement, the activation of an
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agreed value option, or as is otherwise appropriate under the particular policy form. DFW will be
included as a loss payee to the extent of the interest of DFW under commercial property insurance.
AMERICAN will purchase business income, business interruption, extra expense or similar coverage as
part of this commercial property insurance.
(e) Contractors Insurance. Any contractor, construction manager or other party engaged by
AMERICAN or subcontractor or other party engaged by a contractor, construction manager or other party
that is engaged by AMERICAN, in either case, to perform any construction, renovations or repairs at the
Premises will obtain and maintain in full force and effect during any construction period;
(1) A commercial general liability insurance policy in minimum limits, unless
otherwise specified, of $1,000,Ann per occurrence for bodily injury and
$1,000,000 per occurrence for property damage including a $2,000,000 general
aggregate.
(2) An automobile liability insurance policy covering owned, non -owned and hired
vehicles of at least $500,000 per a combined single limit.
(3) A worker's compensation policy affording statutory coverage and containing
statutory limits and employer's liability insurance at limits of $500,000 per
accident/$500,000 each employee/$500,000 policy limit.
(4) Professional liability insurance will be maintained when any architect, engineer
or any other professional service performs, directly or indirectly, work for or on
behalf of AMERICAN at the Premises or involving AMERICAN's operations at
the Premises with a $1,000,000 policy limit.
(f) Liquor Liability Insurance. Tf alcoholic beverages are served or sold on the Premises,
liquor liability insurance coverage will be maintained in an amount of $1,000,000.
16.2 Forms of Coverage.
(a) Insurance requirements and limits of coverage under this Lease may be amended by
DFW, as may be commercially reasonable under the circumstances, as a result of increased risk, nature of
work performed, losses sustained, and/or DFW policy, industry and statutory changes.
(b) All policies will be written by insurance companies reasonably acceptable to DFW.
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(c) All policies, except for workers compensation coverage and professional liability
coverage, will designate the following parties as "Additional Insured," either by a "blanket additional
insured" endorsement, or by specific endorsement:
"Dallas Fort Worth International Airport Board, the Cities of Dallas and
Fort Worth, Texas, and their, respective elected officials, boards, officers,
employees, agents and representatives."
(1) All policies will waive the insurer's right of subrogation against said parties,
(e) All policies must be primary with respect to coverage provided for DFW and the other
Additional Insureds.
(fl All policies must be non-contributory with other coverage or self-insurance available to
DFW and the other Additional Insureds.
(g) AMERICAN will have its insurance agent(s), broker(s), or Insurers) enter policy
information into www.Ins-Cert.com, and link AMERICAN's policy data to DFW. AMERICAN will be
required to have its insurance data be current on Ins-Cert.com for the period of time AMERICAN is liable
under the Lease, including under provisions thereof that survive the expiration or earlier termination of
the Lease. AMERICAN further agrees to have its insurance agent(s), broker(s) or Insurer(s) properly
register and use Ins-Cert.com.
(h) All of AMERICAN's insurance policies will contain a provision that written notice will
be given to DFW's Risk Management Department, at least thirty (30) days prior to cancellation, except
ten (10) days for non-payment of premium. In the event that AMERICAN is notified that an insurer
intends to terminate or non -renew a policy or reduce coverage below DFW's requirements, AMERICAN
will arrange alternate coverage acceptable to DFW to comply with DFW requirements and cause
replacement coverage data to be obtained.
(i} Approval, disapproval or failure to act by DFW regarding any insurance obtained by
AMERICAN will not relieve AMERICAN of full responsibility or liability for damages and accidents as
set forth in the Lease. Neither will the bankruptcy, insolvency or denial of liability by the insurance
company exonerate AMERICAN from liability.
ARTICLE 17 -Indemnity
17.1 To the fullest extent permitted by Law, AMERICAN shall indemnify, protect, defend and
hold DFW and the Cities harmless from claims, actions, damages, liabilities and expenses (including
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reasonable attorneys' fees and court costs): (a) arising from the occupancy or use by AMERICAN of the
Premises; (b) caused by any negligent, grossly negligent, or intentional act or omission at the Premises by
AMERICAN, its agents, contractors, employees, licensees or concessionaires; or (c) resulting from a
breach of this Lease by AMERICAN. For purposes of this Section 17.1, the term "DFW" and "Cities"
shall include each of their respective officers, directors, and employees, as applicable, as well as any
person or entity with which DFW contracts to manage DFW's interests under this Lease. AMERICAN
shall not be responsible or liable for DFW's or the Cities' negligence or willful misconduct.
l 7.2 If DFW or the Cities receive notice of a claim that is subject to indemnification under this
Article 17, they shall give notice to AMERICAN as soon as reasonably practical. DFW and the Cities
shall permit AMERICAN, at its expense, to assume the defense of any such claim by counsel selected by
AMERICAN and reasonably satisfactory to DFW and the Cities, and to settle or otherwise dispose of the
same; provided, however, DFW and the Cities shall have the right to participate in such defense at their
expense. Notwithstanding the foregoing, AMERICAN shall not, without the prior written consent of
DFW and the Cities, consent to the entry to any judgment, or enter into any settlement, unless such
judgment or settlement provides for a release by the claimant or plaintiff of DFW and the Cities and their
affiliates. If AMERICAN fails to undertake a defense within thirty (30) days after notice from DFW or
the Cities, then DFW and the Cities shall have the right to undertake the defense of, and compromise or
settle such liability or claim on behalf of, and for the account of, AMERICAN.
17.3 The indemnification obligations of AMERICAN under this Article 17 shall survive the
expiration and earlier termination of this Lease with respect to any occurrences before the effective date
of such expiration or termination.
ARTICLE 18 -Fire and Casualty Damage
18.1 In the event the Leasehold Improvements or AMERICAN Infrastructure Improvements
shall be wholly or partially damaged or destroyed by fire or other casualty and AMERICAN does not
otherwise elect to terminate this Lease as to the entire Premises or the affected Tract pursuant to Section
2.22, then AMERICAN may, in its sole and absolute discretion and at its expense (utilizing proceeds of the
insurance policies carried by AMERICAN, or AMERICAN's own funds if AMERICAN has allowed
such insurance to lapse or become under insured), cause such damage to be repaired or restored to the
condition of the Premises which existed immediately prior to such casualty or construct other new
improvements on the Premises. Subject to the rights of any Mortgagee, AMERICAN shall have the sole
right and authority to adjust any insurance claim made against AMERICAN's insurance. In all casualty
events where this Lease is not terminated (whether or not AMERICAN repairs or restores) the Lease shall
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remain in full force and effect, and Rent shall not be reduced or refunded, but AMERICAN may use
proceeds of business interruption insurance to pay Rent. If AMERICAN, in its sole and absolute
discretion, elects not to repair the damaged Leasehold Improvements or AMERICAN Leasehold
Improvements, then AMERICAN shall notify DFW of the same within one hundred eighty (180) days
after the date of the casualty loss, and following such notification, shall promptly remove all debris and
rubble caused by such damage. AMERICAN may use so much of the proceeds of its insurance as may be
required to pay for such removal.
18.2 Any repair or rebuilding of improvements on the Premises will be performed in
accordance with Article 4 hereof.
18.3 Unless AMERICAN, in its sole discretion, elects to not make said repairs and notifies
DFW of the same in accordance with Section 18.1, then AMERICAN shall commence the repairs or
rebuilding as soon as reasonably practicable after insurance proceeds are received and complete the same
with due diligence as soon as reasonably practicable, subject to extensions for Force Majeure.
18.4 All of the provisions contained in this Article 18 are subject to the right of a Mortgagee to
require, if provided for in such Leasehold Mortgage, that all insurance proceeds be paid to the Mortgagee
to be applied to the debt secured thereby, unless AMERICAN elects to terminate this Lease as to the
entire Premises or the affected Tract pursuant to Section 2.2, in which case the insurance proceeds shall if
necessary be used to fulfill AMERICAN's obligations pursuant to Article 11. In the event of termination,
AMERICAN shall provide evidence reasonably acceptable to DFW, including, without limitation,
creation of a construction fund (which fund, if there is a Mortgage, shall be held in the possession of the
Mortgagee) to assure that there are sufficient funds to pay all costs and expenses of complying with
Article I L
ARTICLE 19 -Condemnation
I9.1 In the event that part or all of the Premises are taken by the power of or under the threat
of eminent domain, AMERICAN shall have the right to make a separate claim against the condemning
authority for the fair market value of the leasehold estate affected thereby, including but not limited to any
claim allowed by law for (a) the depreciated cost of the Leasehold Improvements and AMERICAN
Infrastructure Improvements and (b) moving expenses. In the event that the Law at the time of the
condemnation does not provide or allow for separate condemnation awards for DFW and AMERICAN,
then AMERICAN shall be entitled to receive a portion of the condemnation award equal to the fair
market value of the leasehold estate taken, including but not limited to any claim allowed by Law for (a)
the depreciated cost of any Leasehold Improvements and AMERICAN Infrastructure Improvements taken
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and (b) moving expenses, and the remainder of the award shall be paid to DFW. In determining the fair
market value of the leasehold estate, it is agreed that the appraisers and/or the triers -of -fact shall consider
that AMERICAN's rent for the Extended Term has been prepaid. In the event that a trier -of -fact does not
state the basis of its award for the leasehold estate, it shall be presumed irrefutably that the Prepaid Rent
was considered. No compensation for the loss of the leasehold estate shall exceed the total award in
condemnation, and therefore DFW shall not under any circumstances be required to reimburse
AMERICAN for the leasehold estate except out of DFW's share of the condemnation award.
AMERICAN shall not be entitled to have the Prepaid Rent considered in connection with a condemnation
of less than all of the Premises (a "Partial Condemnation"), unless the Partial Condemnation either takes
(a) Land that has been improved with Improvements, including parking lots and garages, (b) more than
five acres of Land, or (c) any Land that is not otherwise adjacent to the exterior boundary line of the
Land. The provisions of this Section 19.1 shall expressly survive the termination of this Lease.
19.2 If the Cities, acting as condemning authority on behalf of DFW, take part or all of the
Premises, Leasehold Improvements and/or AMERICAN Infrastructure Improvements, AMERICAN's
just compensation shall be determined as set forth above.
ARTICLE 20 -Default
20.1 An "Event of Default" (herein so called) by AMERICAN shall occur if one or more of
the following events shall occur:
(a) AMERICAN shall fail to timely pay any monthly payment of Rent, and the same shall
continue for fifteen (15) days after written notice from DFW specifying in reasonable detail the amount of
monthly Rent not paid;
(b) AMERICAN shall fail to timely pay any other monetary obligation required under this
Lease, and the same shall continue for thirty (30) days after written notice from DFW specifying in
reasonable detail the amount not paid, the nature of such payment, and if applicable, the calculation of
such payment; or
(c) AMERICAN shall fail to perform any of its non -monetary obligations under this Lease
and such failure shall continue for aforty-five (45) day period after DFW shall have given AMERICAN
written notice specifying in reasonable detail AMERICAN's failure to perform; provided, however, if the
nature of the non -monetary default is such that the same cannot, with reasonable due diligence, be cured
within forty-five (45) days of such written notice, AMERICAN shall have such additional time as may be
25
necessary to cure such non -monetary default if within such forty-five (45) period AMERICAN
commences such cure and then diligently thereafter prosecutes such cure to completion.
An Event of Default as to any of the Tracts shall entitle DFW to exercise all of its remedies as to
all of the Premises. If AMERICAN fails to pay any amount when due hereunder to DFW (after the
expiration of a grace period of ten (10) days), DFW shall be entitled to receive interest on any such
unpaid item from the date initially due (without regard to any applicable grace period) at a per annum rate
equal to the lesser of the Prime Rate plus six percent (6%), or the highest rate permitted by Law.
20.2 Notwithstanding anything to the contrary contained herein, if DFW has been notified of a
Mortgagee, then for so long as such Leasehold Mortgage is outstanding, DFW shall refrain from
exercising any of its remedies hereunder until an Event of Default has occurred and such Mortgagee has
failed to cure the same as follows:
(a) In the case of an Event of Default specified in Sections 20.](a) and (b), DFW has sent
such Mortgagee written notice that an Event of Default has occurred, and the same remains uncured for
an additional thirty (30) days; and
(b) In the case of an Event of Default specified in Section 20.1(c), DFW has sent such
Mortgagee written notice that an Event of Default has occurred, and the same remains uncured for an
additional forty-five (45) days; provided, however, if such cure can only be effected by having physical
possession of the Premises, Mortgagee's curative period shall include a reasonable period of time for
Mortgagee to conduct a foreclosure of its Leasehold Mortgage, and if the nature of the non -monetary
default is such that the same cannot, with reasonable due diligence, be cured within forty-five (45) days of
such written notice, or if applicable, forty-five (45) days after Mortgagee has possession of the Premises,
then Mortgagee shall have such additional time as may be reasonably necessary to cure such non -
monetary default taking into consideration all applicable circumstances.
20.3 If an Event of Default exists, then subject to the provisions of Section 20.2 above, DFW
may either:
(a) terminate this Lease, effective immediately upon written notice to AMERICAN, in which
case (i) all of the obligations and responsibilities of the parties under this Lease shall terminate; (ii)
AMERICAN shall surrender the Premises to DFW in accordance with the expiration or termination
provisions of this Lease; and (iii) AMERICAN shall pay DFW on demand the amount of all loss and
damage which DFW may suffer by reason of such termination, including, but not limited to, the
discounted present value (determined based on then commercially reasonable discount rates) of any future
26
rentals that would otherwise have been paid during the Initial Term, reduced by the fair rental value of the
Premises for such period, whether through inability to relet the Premises on satisfactory terms or
otherwise; or
(b) upon a 10-day notice of intention to cure AMERICAN'S default for the account of and at
the expense of AMERICAN, DFW may cure the default for the account and at the expense of
AMERICAN, and AMERICAN shall reimburse DFW for the reasonable cost of curing AMERICAN'S
default; or
(c) terminate AMERICAN's right to possession of the Premises and repossess the Premises
by any lawful means without terminating this Lease, and recover from AMERICAN: (i) any unpaid rent,
accrued or unaccrued, provided however that if the Premises is returned to DFW's control, voluntarily or
involuntarily, DFW shall be obligated to mitigate its damages as to future rents by exercising reasonable
efforts to lease the Premises, (ii) the reasonable expenses of reentering, repossessing, reletting, and
repairing the Premises, including brokerage commissions, (iii) reasonable attorneys' fees (both of outside
counsel and litigation time of in-house attorneys), (iv) late fees accruing prejudgment, (v) post judgment
interest at the highest rate allowed by Law, and (A) any costs or expenses incurred by DFW in curing any
AMERICAN default;
(d) recover under the guaranty provided by any guarantor, if applicable; or
(e) exercise any other remedy at law or in equity.
20.4 Pursuit by DFW of any of the remedies provided for herein shall not preclude pursuit of
any of the other remedies herein provided or any other remedies provided by law or equity, nor shall
pursuit by DFW of any remedy herein provided constitute a forfeiture or waiver of any rent due to DFW
hereunder or of any damages accruing to DFW by reason of the violation of any of the terms, provisions
and covenants herein contained. DFW's acceptance of rent following an Event of Default shall not be
construed as DFW's waiver of such Event of Default. No waiver by DFW of any violation or breach of
any of the terms, provisions, and covenants herein contained shall be deemed or construed to constitute a
waiver of any other violation or breach of any of the terms, provisions, and covenants herein contained.
Forbearance by DFW to enforce one or more of the remedies herein provided upon an Event of Default
shall not be deemed or construed to constitute a waiver of such Event of Default.
20.5 An event of default by DFW shall occur if DFW fails to perform any of its obligations
under this Lease and such failure to perform shall continue for a thirty (30) day period after written notice
from AMERICAN to DFW or such longer period of time if reasonably necessary and DFW is diligently
27
pursuing the cure of such failure; however, in no event shall such additional period exceed sixty (60)
days. Neither interruption of DFW's utility service, nor disruption of access caused by DFW's street
maintenance, nor DFW's exercise of any other governmental function, shall constitute a DFW default
pursuant to this Lease. In the event a default by DFW shall occur, AMERICAN may pursue any Iegal or
equitable remedy for which it is entitled, including the recovery of any Prepaid Rent that remains
maccrued (not yet earned) following an event of default by DFW, except that in no event shall
AMERICAN be entitled to withhold or abate any installment of Rent unless this Lease is terminated. As
to any breach of contract claim, DFW hereby knowingly, voluntarily, fully and irrevocably waives, to the
extent legally possible at the date on which AMERICAN pursues any or all of its remedies hereunder, all
rights, defenses or other benefits available to it, or arguably available to DFW under the legal doctrine of
sovereign immunity as provided under the laws of the State of Texas as of such date on which
AMERICAN seeks to enforce any or all of its contractual rights and remedies hereunder; provided,
however, that such waiver applies only to DFW and not to the Cities of Dallas or Fort Worth,
20.6 In no event shall DFW or AMERICAN be liable to the other for any speculative,
consequential or punitive damages under this Lease.
ARTICLiG 21 -Environmental Matters
21.1 Definitions. The following definitions will apply to environmental matters:
(a} "Concluding Environmental Assessment" or "CEA" shall mean a narrative report
containing data or sampling analytical results sufficient to reveal the environmental condition and state of
compliance of the soil and groundwater at and under the Premises as of the date AMERICAN vacates
same or ceases operations thereon.
Environmental Rules" shall mean DFW Policies and Procedures related to the
environment, including, but not limited to, Spill Response Plans, Erosion Control Plans, recycling
programs, energy conservation programs, natural resource conservation programs, sustainability
programs, and Storm Water Pollution Prevention Plans.
(c) "Discharee" shall mean an act or omission by which Hazardous Materials, Solid Waste,
Process Wastewater, or any substances or materials regulated under Environmental Laws, now or in the
future, are leaked, spilled, poured, deposited, or otherwise entered into wetlands, groundwater, waters in
the State of Texas, or waters of the United States, or by which those substances are deposited where,
unless controlled or removed, they may drain, seep, run, or otherwise enter said waters.
F�:
(d) "EAD" shall mean DFW's Environmental Affairs Department or any successor
department with the same or similar responsibilities.
(e) "Environmental Impact Claim" shall mean any claim, suit, judgment, penalty, fine, loss,
cost recovery action, administrative proceeding, request for information (when such request is by a
governmental agency), order or citation by any governmental agency, notice, cost, or expense (including
but not limited to documented costs of investigation, study, cleanup, removal, response, remediation,
transportation, disposal, restoration, monitoring, and reasonable fees of consultants, contractors, and
attorneys) which arises out of, is related to, alleges, or is based on the presence, transportation, handling,
treatment, storage, or Release, dispersal, disposal, emission, escape, Discharge, or migration of any
Hazardous Material(s), Process Wastewater, or Solid Waste, any other chemical, material, irritant,
regulated substance, or toxic substance, whether solid, liquid, or gaseous in nature, or which has any
adverse effect on wildlife. Environmental Impact Claim shall exclude personal injury, wrongful death,
product liability, and environmental justice claims.
(f) "Environmental Indemnitees" shall have the meaning set forth in Section 21.8.
(g) "Environmental haw(s)" shall mean all existing and future Laws, consent decrees and
permits relating to protection of the environment, wildlife, public health or public safety.
(h) "Environmental Site Inspection" or "ESI" shall mean a narrative report reflecting the
observations and findings made by a representative or consultant of DFW during a physical walk-through
of the Premises after AMERICAN has vacated any portion of the Premises.
(i) "Hazardous Material(s)" shall mean any substance regulated under or subject to
Environmental Laws:
(1) the presence of which requires investigation, abatement, response, removal, or
remediation under any Environmental Law; or
(2) that is or becomes defined as a hazardous waste, hazardous substance, toxic
substance, regulated substance, pollutant, or contaminant under any
Environmental Law, including without limitation the Comprehensive
Environmental Response, Compensation and Liability Act, the Resource
Conservation and Recovery Act, the Texas Water Code, or the Texas Health and
Safety Code; or
29
(3) the presence of which on the Premises poses or threatens to pose a hazard to the
health or safety of persons on or about the Premises; or
(4) that contains sewage, gasoline, diesel fuel, petroleum hydrocarbons, natural gas
liquidsI ethylene glycol, propylene glycol, potassium acetate, polychlorinated
biphenyls ("PCBs"), asbestos, lead paint, or urea formaldehyde foam insulation.
(j) "NPDES" shall mean the National Pollutant Discharge Elimination System,
(k) ``Process Wastewater" shall mean water, other than water comprised solely of storm
water or rainwater, that during manufacturing, treating, processing, or cleaning, comes into direct contact
with or results from the production or use of any raw material, intermediate product, finished product, by
proAuct, or waste.
(l) '`Release" shall mean any depositing, spilling, leaking, pumping, pouring, emitting,
emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment, or a
threat of release such that a release may or could enter the environment.
(m) "Solid Waste" shall have the same meaning as in the Resource Conservation and
Recovery Act and the Texas Health and Safety Code.
(n) "Sublessee" shall include anyone to whom AMERICAN subleases any part of the
Premises.
(o) "TPDES" shall mean the Texas Pollutant Discharge Elimination System.
21.2 AMERICAN Representations, Warranties, And Covenants. AMERICAN represents,
warrants, and covenants the following:
(a) AMERICAN has obtained and throughout the term of this Lease shall obtain and
maintain all applicable licenses, permits, registrations and other authorizations and approvals required
under Environmental Laws with respect to the Premises or AMERICAN'a use thereof and shall provide
any notices required under Environmental Laws for conducting its operations at the Premises during the
term of this Lease. AMERICAN shall require its employees, contractors, subcontractors, agents,
licensees, Sublessees and other parties under AMERICAN's direction or control to obtain and maintain all
applicable licenses, permits, registrations and other authorizations required by Environmental Laws in
order to conduct their operations and activities at the Premises, including but not limited to construction.
30
(b) AMERICAN` shall comply and shall require its employees, contractors and others
under AMIRICAN's direction and control to comply, and shall include in all subleases a provision
requiring the Sublessee to comply and Sublessee's contractors, subcontractors, employees, agents,
licensees, and other parties under Sublessee's direction or control to comply, with all applicable
Environmental Laws pertaining to its and their use of and operations at the Premises.
(c) AMERICAN shall comply and shall require its employees, contractors,
subcontractors, employees, agents, licensees, Sublessees, and other parties under AMERICAN's
direction or control, to comply with all applicable DFW Environmental Rules, so long as such
DFW Environmental Rules do not unreasonably affect AMERICAN's rights under this Lease and
are not primarily intended for terminal and other airline transportation operations. Such DFW
Environmental Rules shall be reasonable, nondiscriminatory and not be in conflict with any
Environmental Laws. Prior to final promulgation of any new or revised DFW Environmental
Rules, DFW shall provide AMERICAN with reasonable notice of and opportunity to comment
on such proposed DFW Environmental Rule. Copies of all DFW Environmental Rules shall be
publicly available or provided by DFW to AMERICAN upon AMERICAN's request. Nothing
herein shall prejudice the right of AMERICAN to undertake appropriate legal action to contest
any DFW Environmental Rule.
(d) AMERICAN shall not cause or contribute to or allow or permit its contractors,
subcontractors, agents, employees, licensees, Sublessees or other parties under AMERICAN's
direction or control to cause or contribute to:
(]) any Release or Discharge of any Hazardous Material, Solid Waste, or
Process Wastewater at the Premises, unless authorized by an
Environmental Law;
(1) any violation of any applicable Environmental Law as a result, in whole or in
part, of the use by or operations of AMERICAN at the Premises, or those of its
contractors, subcontractors, employees, agents, licensees, or Sublessees;
(3) any Release or Discharge at the Premises which is a materially contributing cause
of DFW exceeding the effluent limits of any individual storm water discharge
permit issued to DFW, Multi -Sector General Permit, Municipal Separate Storm
Sewer System permit, or any applicable federal effluent limitation guideline; or
31
(4) any contamination or pollution of the soil, surface waters, or groundwater at or
underlying the Premises.
(e) AMERICAN shall handle, use, store, dispose of, or otherwise manage, and shall
require AMERICAN's contractors, subcontractors, agents, employees, licensees, Sublessees, or
other parties under AMERICAN's direction or control to handle, use, store, dispose of, or otherwise
manage any Hazardous Material, Process Wastewater, or Solid Waste at the Premises in a lawful and
prudent manner and so as to prevent the Release or Discharge of any Hazardous Material, Process
Wastewater, or Solid Waste that does or may pollute or contaminate the environment, or that
does or may adversely affect the health, welfare, or safety of persons whether located within the
Premises.
(� To the extent required by Environmental Law, and except as otherwise provided in
Section 21.9, AMERICAN shall be responsible for the remediation, removal or disposal of all Hazardous
Materials located at the Premises.
{g) AMERICAN, prior to vacating or surrendering any portion of the Premises for any
reason, and at AMERICAN's sole expense, shall:
(l) remove and properly dispose of any and all trash, debris, or waste located at the
Premises;
(2) remove any and all above -ground containers and non -permanent structural
controls located at the Premises and owned by AMERICAN or its contractors,
subcontractors, agents, employees, licensees, Sublessees or other parties
under AMERICAN's direction or control, including, but not limited to,
removable filters, grates, above -ground tanks, and vessels located on the
Premises; and
(3) comply with applicable Environmental Laws regarding the closing or removal
from service of any underground or above -ground tanks, vessels, and
containers at the Premises operated or owned by AMERICAN or its
contractors, subcontractors, agents, employees, licensees, Sublessees or
other parties under AMERICAN's direction or control.
(h) AMERICAN shall have responsibility for the maintenance and upkeep of any structural
controls on the Premises (above -ground or below -ground) used to treat sanitary sewer waste and storm
32
water runoff during the term of this Lease. Maintenance frequencies for structural controls shall be
established in a manner to ensure effective operation and to prevent any failure that could result in the
Discharge of pollutants. AMERICAN shall ensure that records of all inspections and preventative
maintenance activities are maintained on -site and are readily available, for a period of three years, and
which shall document the condition of the structural control, estimated volumes of solids and liquids
removed, and information pertaining to parts repaired or replaced. Structural controls to be maintained
shall include, but not be limited to: oil/water separators (both storm and sanitary sewer), grease traps,
sand traps, diversion valves, shut-off valves, storm sewer drain filters, rain gardens, and retentionfholding
ponds. AMERICAN shall remove and properly dispose of any waste in said structural controls operated
by AMERICAN prior to vacating the Premises.
(i) AMERICAN shall require its employees, contractors, subcontractors, agents,
licensees, Sublessees, and vendors to undergo such training as is required by applicable Environmental
Laws, and subject to the limitations set forth in Section 21.2(c), the DFW Environmental Rules.
(j) If there is a Release or Discharge of Hazardous Materials, Solid Waste, or Process
Wastewater at or from the Premises that is above any applicable reportable quantity set forth in any
applicable Environmental Law, AMERICAN shall report such Release or Discharge to the appropriate
governmental authorities in compliance with applicable Environmental Law, or shall require
AMERICAN's contractors, subcontractors, employees, agents, licensees, Sublessees or other
parties under AMERICAN's direction or control to report any such Release or Discharge at the
Premises to the appropriate governmental authorities, in compliance with applicable Environmental Law,
if said third party causes or contributes to a Discharge or Release of Hazardous Materials, Solid Waste, or
Process Wastewater at the Premises above any reportable quantity set forth in any applicable
Environmental Law.
(k) AMERICAN acknowledges that DFW and AMERICAN are subject to certain National
and Texas Pollution Discharge Elimination System permits ("NPDES" and "TPDES"), state and federal
storm water regulations, and federal effluent limitation guidelines, including, without limitation, EPA
Administered Permit Programs, 40 C.F.R. § 122 (2009), as amended from time to time, for operations at
the Premises. AMERICAN shall conduct operations and activities at the Premises, including but not
limited to construction, and shall require its employees, contractors, subcontractors, agents, licensees,
Sublessees or other parties under AMERICAN's direction or control to conduct operations and
activities at the Premises in compliance with applicable Environmental Laws. AMERICAN
acknowledges that its reasonable cooperation may be necessary to ensure DFW's compliance with any
applicable NPDES or TPDES storm water permits and effluent limitation guidelines under Environmental
33
Laws. AMERICAN shall minimize the exposure to storm water of materials generated, stored, handled,
or used by AMERICAN, its contractors, subcontractors, employees, agents, licensees, Sublessees
or other parties under AMERICAN's direction or control at the Premises including without limitation
soil and sediment exposed by construction activities, Solid Waste, and Hazardous Materials, by
implementing and requiring implementation of certain "Best Management Practices" as defined by
Environmental Laws. AMERICAN further acknowledges that any TPDES or NPDES storm water
discharge permit issued to DFW or any effluent limitation guidelines applicable to the Premises or
AMERICAN are incorporated by reference into this Lease to the extent affecting AMERICAN's
operations at or use of the Premises or operations or activities conducted on its behalf at the Premises, or
necessitating AMERICAN's reasonable cooperation to assure DFW's compliance therewith. DFW shall
endeavor to negotiate reasonable and cost effective terms and conditions of any permits issued to DFW
which may affect AMERICAN's operations at or use of the Premises or operations or activities conducted
on its behalf at the Premises, or which may necessitate AMERICAN's reasonable cooperation to assure
DFW's compliance therewith.
21.3 Right Of Entry And Infection
(a) Subject to the limitations set forth in Article 14, DFW and its contractors and other
agents shall have the full right to enter any part of the Premises for the purpose of conducting an
inspection, assessment, investigation, or regulatory compliance audit of AMERICAN's operations
thereon, or any other party's use and operations, including operations of AMERICAN's contractors,
subcontractors, employees, agents, licensees, Sublessees or other parties under AMERICAN's
direction or control. DFW and its authorized agents may take samples and perform tests as needed at
the Premises, including but not limited to soil borings, ground water monitoring, and collection of
samples of air, soil, water, groundwater, Process Wastewater, Hazardous Material, Solid
Waste, Releases, and Discharges, at DFW's expense. DFW will provide two (2) business days'
advance written notice of any planned inspection or intrusive sampling to AMERICAN, except in
emergencies, when advance notice shall not be required. AMERICAN shall have the right to accompany
DFW when any such inspection or sampling is performed, provided that DFW is not required to
unreasonably delay its inspection or sampling to enable AMERICAN to be present. AMERICAN shall
have the right to obtain from DFW, at AMERICAN's expense, split samples and copies of all
analytical results of such sampling, including any non -privileged reports.
(b) AMERICAN shall cooperate, and shall require its employees, contractors,
subcontractors, agents, licensees, Sublessees or other parties under AMERICAN's direction or
control to cooperate, in allowing prompt, reasonable access to DFW to conduct such inspection,
34
assessment, audit, sampling, or tests. In the exercise of its rights under this Section, except in
emergencies, DFW shall not unreasonably interfere with the authorized use and occupancy of the
Premises by AMERICAN or AMERICAN's contractors, subcontractors, agents, employees,
licensees, Sublessees or other parties under A,MERICAN's direction or control. AMERICAN
remains solely responsible for its environmental, health, and safety compliance, notwithstanding any
DFW inspection, audit, or assessment.
2l ,4 Information To Be Provided To DFW
(a) If AMERICAN receives any written notice, correspondence, citation, order,
warning, complaint, inquiry, claim or demand regarding the Premises that is not legally
privileged:
(1) concerning any alleged contamination, or Discharge, or Release of Hazardous
Material, Solid Waste, Process Wastewater at the Premises by AMERICAN
or by its contractors, subcontractors, employees, agents, licensees,
Sublessees or other parties under AMERICAN's direction or control;
(2) alleging that AMERICAN or any contractor, subcontractor, employee,
agent, licensee, Sublessee or other party under AMERICAN's direction or
control is the subject of an Environmental Impact Claim with respect to
the Premises or alleging that AMERICAN or any contractor, subcontractor,
employee, agent, licensee, Sublessee or other party under AMERICAN's
direction or control is, or may be, in violation of any Environmental Law(s)
with respect to the Premises; or
(3) asserting that AMERICAN or any such third party as identified in clauses
(1) and (2) above is liable for the cost of investigation or remediation of
a Release or Discharge at the Premises;
AMERICAN shall immediately, but not later than five (5) days after AMERICAN's receipt, inform DFW
in writing of same, including a copy of such notice received by AMERICAN.
(b) AMERICAN shall simultaneously provide to DFW copies of its submittals of
any non -privileged reports or notices required under Environmenta] Laws to any governmental
agency regarding:
35
(l) AMERICAN'a alleged failure to comply with any Environmental Laws at the
Premises, or
(2) any Environmental Impact Claim, Release, or Discharge arising out of the
past or present operations at or use of the Premises by AMERICAN, its
contractors, subcontractors, employees, agents, licensees, Sublessees or
other parties under AMERICAN's direction or control.
(c) AMERICAN shall make available, within ten (10) days of AMERICAN's receipt of
DFW's written request, the non -privileged documents that AMERICAN has submitted to any
governmental agency pertaining to the environmental compliance status of AMERICAN's
operations at or use of the Premises, including without limitation any and all non -privileged
records, permits, test results, sample results, written or electronic documentation, studies, or other
documentation regarding environmental conditions or relating to the presence, use, storage, disposal,
or treatment of any Hazardous Material or Solid Waste at the Premises by AMERICAN, its contractors,
subcontractors, agents, employees, licensees, Sublessees or other third parties under
AMERICAN's direction or control.
21.5 Response And Co►i�liance Actions
(a) Without limiting the indemnity obligations of Section 21.8, if during the
Term there has been a Release, Discharge, or spill of a Hazardous Material (including, but
not limited to those which contaminate or pollute any surface water, ground water, infrastructure, or
conveyance system) in violation of Environmental Laws, at any portion of the Premises,
AMERICAN shall.
(1) orally notify DFW of such Release, Discharge, or spill in accordance with
applicable DFW Environmental Rules;
(2) report such Release, Discharge, or spill to appropriate governmental
agencies in accordance with applicable Environmental Laws, including
but not limited to 30 Tex. Admin. Code § 327.3, as it may be amended
from time to time;
(3) immediately abate and respond to the Release, Discharge, or spill of a
Hazardous Material, as required by applicable Environmental Laws,
including but not limited to 30 Tex. Admin. Code § 327.5, as it may be
amended from time to time;
(4) take all further actions necessary or required under Environmental Laws to
mitigate any imminent threat to human health or the environment; and
(5) undertake any further repairs, remediation, or corrective actions as are
required by Environmental Laws, this Lease, or a governmental agency with
jurisdiction, to remediate any such Release, Discharge or spill of a Hazardous
Material, and any resulting pollution or contamination.
(b) If, as is reasonably determined by DFW, AMERICAN:
(l) does not diligently take immediate and all other actions required by
applicable Environmental Laws, including but not limited to 30 Tex.
Admin. Code § 327, in response to a Release, Discharge or spill at, on,
under, or emanating from the Premises, within the time(s) prescribed by
such Environmental Law(s); or
(2) does not perform or complete all necessary repairs, corrective actions or
remediation for which it is responsible under Section 21.5 or applicable
Environmental Laws within the time(s) prescribed, or within the time reasonably
necessary to enable DFW to meet its obligations under Environmental Laws
(subject to the condition that DFW must first provide reasonable advance
written notice to AMERICAN of such obligations, except in emergency
circumstances in which such advance notice is not possible),
(c) then DFW, in addition to its rights and remedies described elsewhere in this
Lcase, may, at its election, upon reasonable written notice, enter the affected area, and take
whatever action DFW reasonably deems necessary to protect the public health and safety and the
environment, or to enable DFW to meet its obligations under Environmental Laws, within the time
required under such Environmental Laws, at AMERICAN's expense, although nothing herein shall
prejudice the right of AMERICAN to contest DFW's determinations made under this Section
2I.5(c).
37
(d) Where allowed by Environmental Laws, cleanup requirements for any release of
Hazardous Materials at the Premises shall be the Texas Risk Reduction Program standard required
by Environmental Laws for any affected soils and groundwater at or migrating from the Premises.
21.6 Correction Of Environmental Non -Compliance
(a) If the operations or activities at or use of the Premises by AMERICAN or
AMERICAN's contractors, subcontractors, employees, agents, licensees, Sublessees, other
parties under AMERICAN's direction or control, are in alleged non-compliance with any
applicable Environmental Law (as is reasonably determined by DFW or as is determined by any
governmental agency with enforcement authority regarding such alleged non-compliance), or
result in contamination or pollution at or under the Premises, provided that DFW has actual
knowledge of the non-compliance, and provided that the situation or condition in question does
not, as determined by DFW in its reasonable discretion, require immediate action, DFW shall
notify AMERICAN in writing of the alleged non-compliance or contamination or pollution and shall
require AMERICAN to take action to address such non-compliance within thirty (30) days of
AMERICAN's receipt of notice, unless compliance is required sooner by a governmental agency or
applicable Environmental Law. Within that thirty (30) day period, or such shorter period as is required
by applicable Environmental Law or governmental agency, AMERICAN shall have the opportunity
to take whatever action is necessary or required by Environmental Laws, to correct such non-
compliance, ensure that it is corrected. or provide DFW a binding commitment to do so within a
reasonable time. AMERICAN shall also have the right during that thirty (30) day period to challenge any
DFW notice of non-compliance. AMERICAN's obligations to DFW under this Section may be
deferred, upon mutual consent of the parties, until a final resolution of or ruling on such challenge
has been issued. Should AMERICAN prevail in such a challenge, AMERICAN shall have no further
obligation under this Section with respect to that particular alleged non-compliance.
(b) If AMERICAN does not take such corrective action, challenge DFW's determination of
non-compliance, or provide a binding commitment to address the non-compliance within the
thirty (30) day period referenced in Section 21.6(a), DFW or its authorized contractors and
consultants may, at DFW's option, enter any part of the Premises and take such measures as DFW may
reasonably deem necessary to correct the alleged non-compliance and to investigate and
remediate any related contamination, all at AMERICAN's expense. All reasonable and documented
costs associated with any action by DFW or its contractors or consultants in connection with this Section,
including but not limited to reasonable attorneys' fees and expenses shall be subject to the
reimbursement and indemnification requirements of this Article 21.
In
(c) Nothing in this Section is intended or shall be construed so as to prevent DFW
or AMERICAN from exercising, in their reasonable discretion, any rights granted or available
elsewhere in this Article 21, in this Lease, or by Law.
21.7 Corrective Action Process
(a) Before commencing any investigation, remediation, or corrective action at the Premises
under this Lease, and except for immediate abatement action required under Section 21.5(a)(3) and (b),
AMERICAN shall provide the drafts of the related proposed plans for such investigation, remediation or
corrective action to DFW for review, comment, and approval, which shall not be unreasonably withheld,
conditioned or delayed. AMERICAN shall ensure that such draft reports are provided with a minimum of
five (5) business days for DFW's review and comment. The work shall be performed at AMERICAN's
expense, and DFW shall have the right to review and inspect all such work at any time using
consultants and representatives of DFW's choice, at DFW's expense. Specific cleanup levels for
any remediation shall comply with applicable Environmental Laws. AMERICAN shall, at
AMERICAN's own cost and expense, have all tests performed, and reports and studies prepared, and
shall provide such information to any governmental agency as may be required by Environmental Laws,
�N ith a copy to DFW. This obligation includes but is not limited to any requirements for a site
characterization, site assessment, Affected Property Assessment Report, and remedial action plan that
may be necessary. In the event deed recordation by one or both of the Cities or DFW is necessary,
AMERICAN shall reimburse DFW and the Cities for all deed recordation fees and
reasonable attorneys' fees incurred in connection with such recordation.
(b) Any remedial or other activity undertaken by AMERICAN or DFW under this
Article 21 shall not be construed to impair AMERICAN's or DFW's rights, if any, to seek
contribution or indemnity from any person.
(c) AMERICAN may not seek a Municipal Setting Designation, Plume Management Zone,
oI any institutional or engineering control for any groundwater impacts under]ying the Premises �� ithout
obtaining advance written approval from DFW and each of the Cities.
21.8 Environmental Indemnification And Reimbursement
(a) Notwithstanding any other provision to the contrary, and without limiting any
other indemnity in this Lease, AMERICAN agrees to indemnify, defend, and hold harmless DFW, its
past, present or future directors, officers, members, agents and employees, and the Cities and their
respective councils, council members, agents, and employees ("Environmental Indemnitees"), from and
39
against any and all claims, demands, penalties, fines, suits, actions, administrative proceedings
(including formal and informal enforcement), government orders, judgments, loss, damages,
liabilities, costs, and expenses (including but not limited to reasonable and documented attorneys' and
consultants' fees and expenses, litigation costs, expert witness fees, and expenses of investigation,
removal, remediation, or other required plan, report, or response action) when incurred and whether
incurred in defense of actual litigation or in reasonable anticipation of litigation to the extent resulting
from:
(1) the presence of any Hazardous Materials on, cit, or under the Premises, or
emanating from the Premises, subject however to the limitations set forth in
Section 21.9;
(2) any Release or Discharge of Hazardous Materials at, on, under, or migrating
from the Aremises, subject however to the limitations set forth in Section 21.9;
(3) the breach by AMERICAN of any representation or warranty made in this
Article 21;
(4) the failure of AMERICAN to meet any obligations under this Article 21 in
a full and timely manner, whether caused in any part by AMERICAN
or any third party under AMERICAN's direction or control; or
(5) any Environmental Impact Claim pertaining to the Premises, subject to the
limitations set forth in Section 21.9.
(b) In the event DFW undertakes any action, including but not limited to response or
corrective action, repairs, or remediation, in the exercise of its rights with respect to
AMERICAN under this Article 21, AMERICAN shall reimburse DFW, upon reasonable written
notice by DFW, for all reasonable and documented costs that DFW incurs in association with such action,
including but not limited to consultants' fees, contractors' fees, reasonable attorneys' fees and
expenses, and expenses of investigation, repair, response or corrective action and remediation.
(c) Regardless of the date of termination of this Lease, AMERICAN's representations,
obligations and liabilities under this Article 21 shall continue as long as AMERICAN bears any
liability or responsibility under this Article 21 or the Environmental Laws.
21.9 Limitations. DFW and AMERICAN agree that any spill, Discharge, or Release of
Hazardous Materials at, on, under, or emanating from the Premises shall be presumed to have been
e�
caused by AMERICAN or parties under AMERICAN's control, and shall be the responsibility of
AMERICAN, unless upon the expiration of the Term or the earlier termination thereof American
performs a CEA and otherwise fully complies with Section 21.10. Subject to said presumption,
AMERICAN's obligations under this Article 21 shall not apply to:
(a) Releases, Discharges or contamination that first occurred at the Premises after
the Term or after the earlier termination of the Term; or
(b) Releases.. Discharges, or contamination to the extent caused by gross negligence or
willful misconduct by di
DFW, its agents or employees or any other party under DFW's rection or
control.
21.10 Concluding Environmental Assessment And Environmental Site Inspection.
(a) At least thirty (30) days prior to vacating or surrendering the Premises for any reason,
AMERICAN shall, unless DFW has informed AMERICAN that a CEA is not required, undertake
and complete a CEA to determine the environmental condition and state of compliance of the
Premises with Environmental Laws, at AMERICAN's expense. The CEA shall be conducted by a
qualified person or entity approved by DFW, whose approval shall not be withheld unreasonably. DFW
may elect, at its option and expense, to conduct or participate in the CEA, or conduct its own
CEA, either directly or through designated representatives or consultants. The scope, protocol,
and scheduling requirements of AMERICAN's CEA shall be determined by mutual written
agreement of the parties. Should DFW conduct its own CEA, the scope, protocol, and scheduling
requirements of the CEA shall be determined by DFW. AMERICAN shall provide a draft CEA to DFW
for review and comment at least five (5) business days prior to finalization, and subsequently deliver a
copy of its CEA to DFW promptly after finalization. DFW may perform an Environmental Site
Inspection (ESI) or any other investigation in order to determine the environmental condition and state of
compliance of the Premises with Environmental Laws.
(b) Subject to the limitations of Section 21.9, if a CEA confirms the presence of (surface,
subsurface, vapor or groundwater) contaminants at the Premises at or in excess of actionable levels
established by then applicable Environmental Laws, AMERICAN shall immediately undertake
and promptly complete at AMERICAN's expense, and to the reasonable satisfaction of DFW
and any governmental agency with jurisdiction, any necessary or required investigation, cleanup,
removal, or remedial action, in accordance with all applicable Environmental Laws and the provisions
of this Article 21. Any plans for such investigation, cleanup, removal, or remedial response
action shall be submitted for DFW review and approval at least five (5) business days prior
41
to implementation. DFW shall not unreasonably withhold its approval. If AMERICAN desires to avail
itself of the limitations identified in Section 21.95 AMERICAN must bear the burden of proving
that contamination identified in the CEA is excluded under Section 21.9.
(c) If AMERICAN has not removed all trash, containers, tanks, structures, debris, and other
items and materials for which AMERICAN or anyone operating on its behalf is responsible, AMERICAN
will remove such items within seventy-two (72) hours of notice.
21.11 AMERICAN Equipment. Any tanks, pumps, chemical or Hazardous Material or
Solid Waste containers, pipelines, lines, and equipment installed by or on behalf of
AMERICAN at the Premises shall at all times remain the property of AMERICAN, and ownership
of or responsibility for such equipment shall not pass to DFW by virtue of such equipment being
installed at the Premises. No such equipment shall be installed without the written consent of
DFW, which shall not be unreasonably withheld.
21.12 Waiver. Any waiver of any provision of this Article 21, or any delay by DFW in the
enforcement of any right hereunder, shall neither be construed as a continuing waiver, nor
create an expectation of non -enforcement of that or any other provision or right. In order
to be effective, any waiver of any right, benefit, or power hereunder must be properly executed in
writing by authorized representatives of DFW, it being intended that no waiver shall be implied by
DFW's conduct or failure to act. Any specific written waiver shall be applicable only to the
particular facts and circumstances thereby addressed and shall not be of any effect with respect to
future events, even if any of said future events involve substantially similar circumstances.
Any remedies provided for in this Article 21 shall be cumulative and in addition to, and not in lieu
of, any other remedies available to DFW at law, in equity, or otherwise.
21.13 Notice. With respect to those provisions of this Article 2l which expressly require DFW
to provide written notice to AMERICAN, electronic mail to the designated AMERICAN representative
will satisfy such requirement, but only to the extent a read receipt confirmation for such designated
representative has been received by DFW, with notice deemed effective as of the date and time of such
read receipt confirmation. The parties' addresses for environmental notices shall be:
42
DFW's Address:
DFW International Airport
Environmental Affairs Department
P. O. Box 619428
DFW Airport, TX 75261-9428
AMERICAN's Address:
Managing Director
Corporate Environmental
American Airlines, Inc.
MD 5273
4333 Amon Carter Blvd.
Fort Worth, TX 76155
With a copy to:
Coordinator of Facility Operations
American Airlines, Inc.
MD 835
4601 Highway 360 South
Fort Worth, TX 76155
21.14 Survival of Environmental Provisions. Unless specifically stated elsewhere herein, the
provisions of this Article 21, including the representations, warranties, covenants and indemnities of
AMERICAN, are intended to and shall survive termination of this Lease.
ARTICLE 22 -Non-Discrimination
22.1 General Civil Rights Provisions (Required by the FAA).
In conducting its operations on the Premises, AMERICAN agrees that it will comply with
applicable statutes, executive orders and such rules as are promulgated to ensure that no person shall, on
the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in
any activity conducted with or benefiting from Federal assistance. The requirement set forth in the first
sentence of this Section 22.1 is in addition to that required of Title VI of the Civil Rights Act of 1964, and
also obligates American and its successors and assigns for the period during which Federal assistance is
extended to the Airport through the Airport Improvement Program, where Federal assistance is in the
form of personal property, real property (or an interest therein), structures or improvements, and in these
cases such provision obligates the party or any transferee for the longer of the following periods:
43
(a) the period during which the property is used by the airport sponsor or any transferee for a
purpose for which Federal assistance is extended, or for another purpose involving the provision of
similar services or benefits; or
(b) the period during which the airport sponsor or any transferee retains ownership or
possession of the property.
22.2 Title VI Civil Ri�-hts Provisions (Required by the FAA).
In the performance of this Lease, AMERICAN agrees as follows:
(a) Compliance with Regulations: AMERICAN and its consultants will comply with the
Title VI List of Pertinent Nondiscrimination Statutes and Authorities, as they may be amended from time
to time, which are herein incorporated by reference and made a part of this Lease.
(b) Non-discrimination: AMERICAN will not discriminate on the grounds of race, color, or
national origin in the selection and retention of contractors and subcontractors, including procurements of
materials and leases of equipment. AMERICAN will not participate directly or indirectly in the
discrimination prohibited by Law, including employment practices when the contract covers any activity,
project, or program set forth in Appendix B of 49 CFR part 21.
(c) Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In
all solicitations, either by competitive bidding, or negotiation made by AMERICAN for work to be
performed under a contract or subcontract, including procurements of materials or leases of equipment,
each potential contractor, subcontractor or supplier will be notified by AMERICAN of AMERICAN's
obligations under this Section 22.2 and the Law relative to Non-discrimination on the grounds of race,
color, or national origin.
(d) Information and Reports: AMERICAN will provide all information and reports required
by Law and directives issued pursuant thereto and will permit access to its books, records, accounts, other
sources of information and its facilities as may be determined by DFW or the Federal Aviation
Administration to be pertinent to ascertain compliance with such Laws. Where any information required
of AMERICAN is in the exclusive possession of another who fails or refuses to furnish the information,
AMERICAN will so certify to DFW or the Federal Aviation Administration, as appropriate, and will set
forth what efforts it has made to obtain the information.
44
(e) Sanctions for Noncompliance: In the event of AMERICAN's noncompliance with the
Non-discrimination provisions of this Lease, DFW will impose such contract sanctions as it or the Federal
Aviation Administration may determine to be appropriate.
(f) Incorporation of Provisions: AMERICAN will include the provisions of paragraphs one
through five in every subcontract, including procurements of materials and leases of equipment, unless
exempt by Law. AMERICAN will take action with respect to any subcontract or procurement as DFW or
the Federal Aviation Administration may direct as a means of enforcing such provisions including
sanctions for noncompliance. Provided, that if AMERICAN becomes involved in, or is threatened with
litigation by a contractor, subcontractor or supplier because of such direction, AMERICAN may request
DFW to enter into any litigation to protect the interests of DFW. In addition, AMERICAN may request
the United States to enter into the litigation to protect the interests of the United States.
Title VI List of Pertinent Nondiscrimination Authorities —During the performance of this Lease,
AMERICAN, for itself, its assignees, and successors in interest agrees to comply with the following non-
discrimination statutes and authorities; including but not limited to:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin);
• 49 CFR part 21 (Non-discrimination In Federally -Assisted Programs of The Department of
Transportation —Effectuation of Title VI of The Civil Rights Act of 1964);
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been
acquired because of Federal or Federal -aid programs and projects);
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits
discrimination on the basis of disability); and 49 CFR part 27;
• The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits
discrimination on the so age);
• Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47I23), as amended,
(prohibits discrimination based on race, creed, color, national origin, or sex);
• The Civil Rights Restoration Act of 19871 (PL 100-209), (Broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and
Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs
or activities" to include all of the programs or activities of the Federal -aid recipients, sub -
recipients and contractors, whether such programs or activities are Federally funded or not);
45
• Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on
the basis of disability in Lite operation of public entities, public and private transportation systems,
places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 — 12189) as
implemented by Department of Transportation regulations at 49 CFR parts 37 and 38;
• The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits
discrimination on the basis of race, color, national origin, and sex);
• Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low -Income Populations, which ensures non-discrimination against minority
populations by discouraging programs, policies, and activities with disproportionately high and
adverse human health or environmental effects on minority and low-income populations;
• Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes discrimination
because of limited English proficiency (LEP). To ensure compliance with Title VI, you must
take reasonable steps to ensure that LEP persons have meaningful access to your programs (70
Fed. Reg. "at 74087 to 74100);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).
ARTICLE 23 -Notice of Sale
23.1 If D1� W desires to sell its interest in all or a part of the Premises during the Term, then
prior to marketing the Premises or listing the Premises for sale, DFW shall provide AMERICAN with
written notice that it is marketing the Premises for sale.
ARTICLE 24 -Miscellaneous
24.1 Non -Waiver. The failure of DFW or AMERICAN to insist upon prompt and strict
performance of any of the terms, conditions or undertakings of this Lease, or to exercise any right herein
conferred, in any one or more instances, except as to the option to extend or renew Lite Term, if any, shall
not be construed as a waiver of the same or any other term, condition, undertaking, or right.
24.2 Notices. Except as specifically set forth elsewhere in this Lease, any notice required to
be given to either party by the other under the terms of this Lease must be in writing (in certain instances
in this Lease the word "notice" is used and in others "written notice" or words to like effect are used; no
inference shall be drawn therefrom as all notices must be in writing) and shall be effective upon receipt or
upon refusal to accept delivery, provided such notice is in writing and mailed by certified mail return
e�
receipt requested or sent by overnight courier to the appropriate address listed below or to such other
addresses as directed in writing by the parties:
DFW'S address:
Dallas/Fort Worth International Airport
P.O. Box 619428
DFW Airport, Texas 75261-9428
Attention: Commercial Development Department
AMERICAN'S address:
American Airlines, Inc.
4333 Amon Carter Boulevard
MD 5317
Fort Worth, Texas 76155
Attention: Vice President Airport Affairs and Facilities
With a copy to:
American Airlines, Inc.
4333 Amon Carter Boulevard
MD 5675
Fort Worth, Texas 76155
Attention: General Counsel
24.3 Recordation. Short Form_. Contemporaneously with the execution of this Lease DFW and
AMERICAN will execute a memorandum of lease in the form attached hereto as Exhibit D.
AMERICAN may record the memorandum of lease at its expense following the date hereof. The
provisions of this Lease shall control, however, in regard to any omissions from the memorandum of
lease, or in respect to any provisions hereof which may be in conflict with the memorandum of lease.
AMERICAN and any approved subtenants may record memoranda of their subleases.
24.4 Parties Bound. Subject to limitations on assignability hereinabove, the terms, covenants,
agreements, conditions and undertakings contained herein shall be binding upon and shall inure to the
benefit of the heirs, successors in interest and assigns of the parties hereto.
24.5 Entire Agreement Modification Severability. This Lease contains the entire agreement
between the parties hereto and no representations, inducements, promises or agreements, oral or
otherwise, entered into prior to the execution of this Lease, will alter the covenants, agreements and
undertakings herein set forth. This Lease shall not be modified in any manner, except by an instrument in
writing executed by the parties. If any term or provision of this Lease or the application thereof to any
person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or
47
the application of such term or provision to persons or circumstances other than those as to which it is
held invalid or unenforceable, shall not be affected thereby and each term and provision of this Lease
shall be valid and be enforced to the fullest extent permitted by Law.
24.6 Number and Gender. All of the terms and words used in this Lease, regardless of the
number and gender in which they are used, shall be deemed and construed to include any other number
(singular and plural), and any other gender (masculine, feminine or neuter), as the context or sense of this
Lease or any article, section or clause hereof may require, the same as if the words had been fully and
properly written in the number and gender.
24.7 Construction. The parties acknowledge that each party and, if it so chooses, its counsel
have reviewed and revised this Lease and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this
Lease or any amendments or exhibits hereto. The laws of the State of Texas shall govern the
interpretation of this Lease, and venue for any litigation concerning this Lease shall be in the county
where the Premises is situated.
24.8 Exhibits. All exhibits, attachments and addenda referred to herein shall be considered a
part hereof for all purposes with the same force and effect as if copied at verbatim herein.
24.9 No Partnershi�Formed. Neither DFW nor AMERICAN has become a partner of the
other in the conduct of their business or otherwise, or a joint venturer or a member of a joint enterprise
with the other, by virtue of this Lease.
24.10 Authorit�to Execute Lease. AMERICAN and DFW each warrant and represent that the
individuals signing this Lease on behalf of each has authority to enter into this Lease and to bind
AMERICAN and DFW respectively to the terms, covenants and conditions contained herein. Each party
shall deliver to the other upon request, all documents reasonably requested by the other evidencing such
authority including, without limitation, a copy of all corporate resolutions, consents or minutes reflecting
the authority of persons or parties to enter into agreements on behalf of AMERICAN or DFW.
24.11
Force Ma; ei ure. DFW and AMERICAN shall be excused for the period of any delay in
performance of any obligations hereunder (excluding obligations for the payment of money, including,
without limitation Rent and Fees) when prevented from doing so by cause or causes beyond either party's
control which shall include, without limitation, all labor disputes, civil disturbance, war, warlike
operations, invasions, rebellion, hostilities, military or usurped power, sabotage, governmental regulations
or controls, fires or other casualty, inability to obtain any material or service or acts of God (collectively a
"Force Majeure").
24.12 Exculpation. Notwithstanding anything in this Lease to the contrary, neither DFW staff,
nor individual DFW members, nor the Cities, nor any of their (or AMERICAN's) respective individual
employees, agents, managers, directors, councils or officers, shall be personally liable for monetary
damages arising by reason of any default which may occur in the performance of any of the terms of this
Lease.
24.13 Attorneys' Fees. If any action or proceeding at law or in equity (collectively an
"Action") shall be brought on account of any breach of or to enforce or interpret any of the terms,
covenants, or conditions of this Lease, the Prevailing Party shall be entitled to recover from the other
party as a part of such Action, or in a separate action brought for that purpose, its reasonable attorney's
fees (including litigation time of in-house counsel), costs and expenses incurred in connection with the
prosecution or defense of such action. "Prevailing Party" within the meaning of this paragraph shall
include, without limitation, a party who brings an action against the other after the other is in breach or
default, including if such action is dismissed upon the other's payment of the sums allegedly due or upon
the other's performance of the covenants allegedly breached, or if the party commencing such action or
proceeding obtains substantially the relief sought by it in such action, whether or not such action proceeds
to a final judgment or determination.
24.14 Brokerage. DFW and AMERICAN each indemnifies and saves harmless the other from
any claim for any brokerage fee or commission concerning this Lease incurred by the indemnifying party.
[Signatures appear on the following page.]
m
IN WITNESS WHEREOF, the persons whose names appear below have affixed their signatures
hereto on behalf of their respective principals as of the Effective Date.
DALLAS / FORT WORTH INTERNATIONAL AII2PORT BOARD
By:
Sean Donohue
Chief Executive Officer
AMERICAN AIRLINES, INC.,
a Delaware corporation
By:
Timothy Skipworth
Vice President Airport Affairs and Facilities
Approved as to form:
Legal Counsel for the Airport Board
EXHIBIT A
LEGAL DESCRIPTION OF PREMISES
(Attached)
PARCEL TO T}iE NORTH OF FAA BOULEVARD
70,821 ACRE TRACT
BEING A 70.R21 ACRE TRACT OF LAND, SITCATED IN'tHE V1NCIi?r1 J HIJTTOti' SURVEY,
ABSTRACT N0. 681 AND THE ANDREW J HUITT SURVEY, ABSTRACT NO, 709, TARRANT
COUNTY, TEXAS, SAID 70,821 ACRE TRACT OF LAND BLIND A PORTION OF THAT CERTAN
TRACT OR LAND KNOWN AS DFW AIRPORT, COMPRISED IN PART' BY A PORTION OF A
35.925 ACRE TRACT OF LAND DESCRIBED AS PLO 14.A - FLIGHT TRAINING ACADEMY SITE
IN A DF.FD FROM THE CITY OF FORT WORTH TO THE DALLAS-FORT WORTH REGIONAL.
AIRPORT BOARD AS RECORDED IN VOLUME 6653 PAGE 863 OF THE DEED RECORD OF
TARRANT COUNTY, TEXAS (DRTCT) AND A 38.25 ACRE TRACT OF LAND DESCRIBED AS
THE NORTH TRACT IN DEED PROM AMERICAN AIRLINES, INC. TO DALLAS-FORT WORTH
REGIONAL AIRPORT BOARD AS RECORDED IN VOLUME 6653 PAGE 870 OF THE D.R.T.C.7
SAID 70,821 ACRE TRACT OF LAND BEING DESCRIBED BY METES AND BOUNDS AS
FOLLOWS
BEG}NNING AT A 5/8 INCH IRON ROD CAPPED "DFW BOUNDARY" SET(DFW SURFACE 88
COORDINATE - NORTI LING 989,$G0.089, FASTING 410,362.715) FOR THE PO[NT UP
IN FLRSECTION OF THE WEST RIG[ 11'-OF-WAY LINE OF STATE HIGHWAY 360 AND THE
NORTH LINE OF A 2.41 TACRE TRACT OF LAND, HEREAFTER REFERRED TO AS "FAA
BOULEVARD": DESCRIBED AS A PARCEL FOR PUBLIC STREET USE, 60 FOOT WIDE RIGHT-
F-WAY IN DEED FROM 'tHEUNITED STATES OF AMERICA TO THE CITY OF FORT WORTH
AS RECORDED IN VOLUME 5531. PAGE 89, DRTCT THE SAME BEING THE MOST
SOUTH WESTERLY CORNER OF A 2,926 ACRE TRACT OF LAND DESCRIBED AS PARCEL 4C,
PART 2, RW 8002-1-41 3-21-72 IN DEED FROM THE CITY OF FORT WORTH, A MUNICIPAL
CORPORATION TO THE STATE OF TEXAS AS RECORDED IN VOLUME 5561, PAGE 389
D R.-F C.T'.,
THENCE, LEAVING THE WEST RTGIIT-OF-WAY :.!\E OF STATE HIGHWAY 360, ALONG AND
u 1 1 ! i TFTE NORTH RIGHT-OF-WAY LINE OI' SAill FAA BOULEVARD, T'lll: FOLLOWING SIX
COURS€'S
SOUTH 88'34'39" WEST, A DISTANCE OF 90.35,'I'O A 518 INCH IRON ROD CAPPED
"DFW BOUNDARY" SET (DFW SURFACE 88 COURDINA'tEi NORTHING 984,857 846,
FASTING 410,272.393) FOR POINT OF CURVATURE FOR A CURVE TO THF. LEFT;
SOIITHWEST'EKLY, ALONG AND WITH SAID CURVE 'I'UTHE LEFT, HAVING A
RAllIUS OF 775.14 FEET', A CENTRAL, ANGLE OF 1 S"!9'00",ALONG CHORD THAT
BEARS SOUTH 800 55' 09" WFST, 206.60 FEET, AN ARC "Jai OF 207.22 FF.F I TO
A 518 INCI1 IRON ROD CAPPED "DFW BOUNDARY" SET (DFW SUR.I ACE 88
CC`0RDL*IATE - NORTHING 989,825.239, EASTTN(3 410,068,384) FOR A POINT OF
TANGENCY, FROM WHICH A 'fi INCH IRON ROD CAPPED "KHA) FOUND BEARS
SOUTH 20°43'47" WEST, 056 FEET;
SOUTH 730I S'39" \VEST. A DISTANCE OF 114.64 FEET 't0 A 5f8 NCH IRON ROD
CAPPED "D{ 1t' BOUNDARY" SET (DFW SURFACE 88 COORDINATE -NORTHING
989,792.221, EAST LNG 4U9,958.602) FUR POIT (UF CURVATURE FUR A CURVE TO THE
RIGHT;
Dccembet 6, 201 S
Page I a! 19
R'�Sune}'td?SM79c I3�dxunxrps'�17h 13xvLG91
SOUTEi\VF.STERLY, ALONG AND )L'ITH SAID CURVE TU THE RIGHT, HAVING A
RADIUS OF 719.3 ; FEET, A CENTRAL ANGLE OF 1501310051, A LONG CHORD THAT
BEARS SOUTH 80052' 09" WEST, 190.4E FEET, AN ARC DISTANCE OF 191.04 FEEL' TO A
5/9 INCH IRON ROD CAPPED "DFW BOUNDARY" SET (DFW SURFACE 88
COORDINATE -- NORTHING 989,761.994, FASTING 409,770.536) FOR A POINT OF
TANGENCY;
SOUTH 88° 28' 39" WES"I", A DISTANCE OF � 14.05 FEET' "I'O A 518 INCH IRON ROD
CAPPED "DFW BOUNDARY" SET' (DFW SURFACE 88 COORDINATE _ NORTHING
989356.3060 EAS7TNG 409,556,563) FOR CORNER, FROM WHICH A BRASS NIONUMNET
FOUND FOR TI IE SOUTE IEAST CORNER OF A 1.2856 ACRE TRACT OF LAND
C>[SCRIBED IN DEED FROM TARRANT LAND COMPANY TO SOUTHWF,STFRN BELL
T'ELEPI(ONE COMPANY AS RECORDED IN VOLUME 3487, PAGE 42, DRTCT BEARS
SOUTH 18036102", 0AI FEET;
TIiENCE, NORTit 010 28' 41" WEST, LEAVING THE NORTH RIGHT-OF-WAY LINE OF SAID
FAA BOULEVARD, ALONG AND WITH THE EAST LINE OF SAID 1.2856 ACRv, TRACT CIF
(,AND, A DISTANCE OF 279.64 FEET TO A BRASS MONUMENT FOUND (DFW SURFACE 88
COORDINATE. —NORTHING 990035.8542 FASTING 4091549.351) FOR THE NORTHEAST CORNER
OF A I,2856 ACRE TRACT OF LAND;
THENCE, SOUTI{ 880 3 t19" WLST, ALONG AND WITH THE NORTH LINE OF SAID 1,3856
ACRE TRACT OF LAND, A DIS'FANCIs OF 200.00 FfAE I TO A BRASS MONUMENT FOUND
(DFW W SURFACE 88 COORDINATE —NORTHING 990,030,695, EASTING 409,349.417) FOR THE
NORTHW EST CORNER OF SAID 11856 ACRE TRACT OF LAND;
THENCE, SOOTI 1010 28' 41" EAST, ALONG AND WITH I I -IL WEST LINE OF SATD 1.2856 ACRE
TRACT OF LAND, DISTANCE OF 279.80 F'EEl"1*0 A 5f8 INCH IRON ROD CAPPFD "DFW
BOUNDARY" SET (DFW SURFACE 88 COORDINATE NORTHING 989,750,992, FASTING
409,356.634) FORCOR`SL11, BEING ON'PHENORTH RIGHT-OF-WAY LINE, OF THE
AFOREMENTIONED FAA BOULEVARD, FROM WIIICFI A 13RASS MONUMENT FOUND FOR
THE SOUTHWEST CORNER OF SAID 1.2856 ACRE TRACT OF LAND BEARS SOUTH 01028141"
EAST, 0.37 FEET;
THENCE., SOUTH 880 28' 39" WEST, ALONG AND WTItl 171E NORTH LINE OF SAID FAA
BOULEVARD, AT A DISTANCE OF 497.97 FEET PASSING A 2 INCH IRON PIPE FOUND
(RF,CORD MONUMENT) FOR THE. MOST WESTERLY NORTHWEST CORNER OF THE
AFOREMENTIONED 2,4H ACRE TRACT, THE SAME BEING TI IE MOST EASTERLY NORTH
FAST CORNER OF A 3.09 ACRE TRACT OF LAND AS DESCRIBED IN DEED FROM AMERICAN
AIRLINE, INC, A CORPORATION 41*0 THE CITY OF FORT WORTH, AS RECORDED IN VOL 5416,
PAGE 588 D.R: l' C:1'., AND CON I1NUING ALONG AND WITH THE NORTH LINE, OF SAID 3,09
ACRI: TRACT OF LAND, ALSO KNO1N`N AS THE NORTH RIGHT-OF-WAY LINE OF FAA
BOULEVARD, FOR A TOTAL DISTANCE OF 1093.14 FEET TO A 518 INCH IRON ROD CAPPED
"DFW BOUNDARY" SET (DFW SURFACE 88 COORDINATE — NORTHING 989,721.95, EASTING
408,263.878) FOR CORNER, SAID CORNER BEING THE POINT OF INTERSECTION OF THE
NORTI-I RIGHT-OF-WAY LINE OF SAID FAA BOULEVARD AND THE EAST RIGHT-OF•WAY
LINE: OF AMERICAN BOULEVARD, A VARIABLE WIDTH R1GHT•OF•WAY;
Dcxm�r A, 2015
Pxxe 2 of 14
P.:laurvcy\+7VW'9ei i�do�umrnub179cI5r�4,G0+
THENCE, NORTH Ui °04'49" WEST, ALONG AND WITH AN EAST LINF. OF SAID 3.09 ACRE
TRACT OF LAND AND THE EAST RIGHT-OF-WAY LINE OP SAID AMERICAN BOI'I.F,VARD,AT
A DISTAiti(T OF 747.99 FEET, PASSING THE MOST NORTH R1 Y NORTH FAST CORNER OF
S UD 3,09 ACRE TRACT OF LAND, THE SAME BEING I'HE MOST SOUTHERLY SOIJTHF.AST
CORNER OF A 3,434 ACRE TRACT OF LAND DESCRIBED A PARCEL 4B, PART I, RW 8002.1.4,
12-29-71 AS RECORDED N VOLUME 5474, PAGE 961 D.R.T.C: T., AND CONTIN'U1NG ALONG
AND WITH THE EASTLERLY LINE OF SAID 3.434 ACRE "TRACT OF LAND AND THE EAST
RIGHT-OF-WAY LINE OF SAID AMERICAN BOULEVARD FOR A TOTAL. DISTANCE OF 779A9
FEET TO A 518 INCH IRON ROD CAPPED "DFW BOUNDARY" SET (DFW SURFACE 88
COORDINATE -- NORTHING 990,501.298, EAST ING 408v2494181) FOR CORNER;
THENCE, ALONG AND 4V)TH THE EAST LINE OF SAID 3.434 ACR F. TRACT OF LAND ANU THE
EAST LINE OF SAID AMERICAN BOULEVARD, THE FOLLOWING THREE COURSES;
NORTH 49048111" EAST, A DISTANCE OF 148.21 FF.F.T TO A Sig INCH IRON ROD
CAPPED "DFW BOUNDARY" SET (DFW SURFACE 88 COORDINATE - NORTIING
990,596.956, EASTING 408,362.389) FOR CORNER;
NORTH 01004149" \VES'i', A DISTANCE OF 723.01 FEET'T () A 518 INCH IRON ROD
CAPPEll "UFW BOUNDARY" SET (DFW SURFACE RR COORDINATE - NORTIil1�G
991,319.837, FASTING 408,348,757) FOR CORNER;
NORTH 44015' 11" EAST, A DISTANCE OF 71.15 FEET TO A 518 NC}i IRON ROD
CAPI'L'U "UFW BQUNUAkY" 5ET (DF\Y SURFACE. RR COORD}NA"FE-NOKTIIING
991,370.797, LASTING 4081398A05) FOR CORNER, BEING IN THE SOUTH LrNE OF A
2.447 ACRE TRACT OF LAND DESCRIBED IN DEED FROM TARRANT LAND
COMPANY TO THE STATE OF TEXAS IN DEED RECORDED IN VOLUME 4268, PAGE
6571 DRTCT, THE SAME BEING THE SOUTH RIGI IT OF WAY LINE OF S PATE
H[GHWAY, 183, A VARIABLE WIDTH RIGHT OF WAY;
THENCE, NORTH 89`27'09" EAST, ALONG AND WITH THE SOUTH LINE OF SAID 2,447 ACRE
TRACT AND THE SOUTII RIGHT OF \VAY L}NE OF SAID STATE HIGHWAY 1 R3, A DIS"TANCE
OF 219.27 FEET TO A CONCRETE TXDOT HIGHWAY MONU'NENT FOUND (DFW SURFACE 88
COORDINA"I E - NORTHING 991,372,893, E_ASTING 400IT661) FOR THE MOST WF.STF.RI.Y
CORNER OF A 0,454 AC'RF TRACT OF LAND, DESCRIBED AS PARCEL 4B, PART 2, RW 8002-1-
4, 12429-71 IN DEED FROM AMERICAN AIRLINES, INC. TO THF. S TA TE OF TEXAS AS
RECORDED IN VOLUME 5474, PAGE. 96, DRTCT, SAID CORNER BEING A POINT ON A NON-
ANGFNT CURVE TO THE RIGHT;
THENCE, ALONG AND Wi'I'H THE SC71T1i1;RI,Y LINE OF SAID 0.454 ACRE TRACT OF LAND
AND THE SOU'TII WGH'I'-OF• WAY LINE OF SAID STATE HIGHWAY 183, THE FOLLOWING
1 WO COURSES;
SOUTHEASTERLY, ALONG AND WITH SAID NON•TANGENT CURVE TO THE RIGHT,
HAV [NG A RADIUS OF 2844,79 FEET, A CENTRAL ANGLE. OF 100 05' 00",ALONG
CHORD 'THAT BEARS SOUTH 85 2T' S3" EAST, 500.00 FEET, A`: ARC DISTAA'CF OF
St;+J,65 FEET TO A CONCRETE TXDOT HIGHWAY MONUNIEN I FOUND (DFW
SURFACE 88 COORDINATE - NORTHING 991,333354, EASTING 409,116,096) FOR
CORNER;
f)eccmher 8..01 S
Nagr 9 of IJ
R uurvepbJ79` J74c I SLiaaimcnts'A79c I Sxs b6Cd
501.`PH 80' 75'22" EAST, A DISTANCE OF 205.73 FEET TO A 5/8 INC.H IRON ROD
CAPPED "DFW BOUNDAILY" SFI' (DFW SURFACE. 88 COORDt';ATE NORTHING
991,299.126, FASTING 409 318.959) FOR "F14L SOUTHEAST CORNER OF SAID 0,454
ACRE TRACT, THE SAME BEING THE SOUTHWEST CORNER OF A 0,709 ACRE, TRACT
OF LAND, DESCREBL•D AS PARCEL 4C, PART 1 RW 8002-1-4 14 1-72 IN DEED FROM
AMLRICAN AIRLINES, INC. T'O THE STATE OF TEXAS, AS RECORDED IN VOLUME
5561, PAGE 389, DRTCT;
THENCE, ALONG AND WI"CH THE SOUTHERLY LINK OF SAill 0.709 ACRE TRACT OF I�\ND
AND THE SOUTH RIGHT-OF-WAY .INI- OF SAID STATE HIGHWAY 183, THE FOLLOWING
FWO COURSES;
SOUTN RO"25'22" F.45T, A D(S'fANCF. OF 3 37.97 FEET TO A 5(8 INCH IRO\ ROD
CAPPED "DFW BOUNDARY" SET (DFW SURFACE 88 COORDiVATF; . NORTH[XG
991,242.896, EASTING 409,652.1.19) FOR A POINT OF CURVATURE OF A CURVE TO THE
RIGHT;
SOUTHEASTf:Ri.Y. ALONG ANp 4VITH SAID CURVE TO THE, RIGFIT, I LAVING A
RADIUS OF 1412.40 FEET, A CENTRAL ANGI..E OF : I ° 03 3a",ALONG CHORD TItAT
BEARS SOUTH 740 5313511 FAST, 272,21 FEET, AN ARC DISTANCE OF 272.63 FEET T« A
CONCRETE TXDOT HIGHWAY MONUMENT FOUND (DFW SURFACE 88 COORD[NATE
NORTHING 99 1117 1 .953, EASTING 409,915,018) FOR A NON.TANGFNT POINT FOR
THF. MOST SOUTHEASTERLY CORNER OF SAID 0,709 ACRE TRACT;
THEnCF., SOUTH 65�50' ]0" F.AST, CONTINUING ALONG AND WITH TFIF: SOUTiiLERLY"
RIGHT OP WAY LINE OF SAID STATE HIGHWAY IR3, A D[ST'ANCE OF T73.55 FF.F.T T'O A
BRASS TXDOT HIGHWAY MONLMENT IN CONCRETE FOUND (HELD FOR ROTATION) (DFW
S )RFACF. 88 COORDINATE - NORTHING 991,100.912, EASTING 410,073360) FOR THE MOST
NORTHERLY CORNER OF A 2.826 ACRE TRACT OF LAND, DESCRIBED AS PARCEL 4C, PART
2, RW 8002-1 *4, 3�21v72 INDEED FROM AMERICAN AIRLINES, INC, TOTHE STATE OF TEXAS,
AS RFCORDIJ) IN DEED VOL 5561, PAGE 389, DRTCT, SAID CORNER BEING A NOW
TANGFNT POINT ON A CURVE TO 111E RI(;HT;
THENCE ALONG AND WITH THE WESTERLY LINE OF SAID 2.826 ACRE TRACT AND THE
SOIITHR1ESTERLY RIGHT' -OF WAY OT' S't'A'FE HIGHR�AY 183, THF SAM1tE BEING THE
S )UT'HWESI'L'RLY RIGHT-OF-WAY LIN16 OF STATE HIGHWAY 360, THE FOLLOWING SIX
COURSES;
SOIJTHEASTERI.Y, ALONG AND WITH SAID CURVE TO 711E RIGFIT, HAVING A
RADIUS OF 1412.aU FF.F.T, A CENTRAL ANGLE OF 000 40' 53", A LONG CHORD THAT
BEARS SOUTH 61 ° 5827" FAST, 16.80 FEET, AN ARC DISTANCE OF 16.80 FCE I"1'U A
Si8 INCH IRON ROD CAPPED "DFW BOUNDARY" SET (DEW SURFACE 88
( )ORDINATE — NORTHING 991 v093,0181 EASTING 4IU88.090) FOR A POINT OF
COMPOUND CURVATURE OF A CURVE TO THE RIGHT;
SOtiTHEASTERLY, ALONG AND WITH SAID CURVE T'O THE LEFT, HAVING A
Rr\D(lJS OF 69620 FELT A CENTRAL ANGLE OF 600 50' 3T', A LONG CHORD THAT
BEARS SOUTH 31 12' 42" EAST, 705.06 FEET, AN ARC DISTANCE OF 739.31 FEE.]' TO A
BRASS TXDOT [IGHWAY MONUMENT IN CONCRETE FOUND (DFW SURFACE 88
C)ORDINATE—NORTHING 990A90.0150 EASTING 410A51,552) FOR THE POINT OF
TANGENCY;
Ckem�b.�r 8.20E S
Pagc a oP i a
ic.'duncyla 7 h179c I SWoculecnuW79cl i�vLGOa
SOUTH 00° 47' 23" EAST, A DISTANCE OF >4G.90 FEET TO BRA5S TX1�OT HJGITR'AY
MO\ltifENT [N C(7\'CRETE FOUND (DFW SURFACE 88 COORDINATE -NORTHING
990,143.143. F,ASTTNCr 410,458.334) FOR CORNER;
SOUTH 04° 54` 37" WEST, A DISTANCE OF 100.50 FEETTO A BRASS TXDOT HIGHIVAY
\90\UIMENT IN CONCRETE FOL"ND (DFW SI;RFACE 8R COORDINATE -NORTHING
990,043.012, FASTING 410,449.731) FOR CORNER;
SOUTH 00° 47' 2_i" F.AST, A DISTANCE OF 13$.00 FEET TO A BRASS TXDOT HIGHWAY
MONUMENT IN CONCRETE FOUND (BASE HELD FOR ROTATION) (DPW SURFACE 88
CC)ORDINATE -- NORTHING 989,908.025, FAS I-ING 410,451.592) FOR CORNER;
SOU"fi i G I ° 39' 3T' WEST, A D75TANCF. OF 100.98 FEET TO THE POTtiT OF REGTNN[NG,
CONTAINING 70,821 ACRES OF LAND, MORE OF LESS,
BASIS OF BEARTNG:
DFW SURFACE 88 COORDINATES WERE ESTABLISHF..D L'Sl'vG G1.ORAT. POSITIONING
SYSTEMS {GPS) TECHNOLOGY. THE BAASS FOR THE GPS NETWORK ARE THE klONttMENTS
LISTED BELOW.
DF W GEODETIC CONTROT. VfONUMF.NTS RASED ON TEXAS NORTH CF.STRAL STATE
YLA�+E. NAD 83 (198F). COORDINATES VALUES HAVE BEEN CONVERTED TO TTiE DFW
SURFACE68SYSTEM.
CPS-39 GPS•35
NORTHING I,O11,fi11.380 NORTTTNG 1,019,005.3Sd
EAS7ING d11,009.347 FASTING 424,704,988
CO�fB1NEl) SCALE FACTOR = 0.944R50148
'f0 CONVERT DFW SURFACE. 88 CUORDTNATES TO NAD 83 COORD[NATES
(NORTHING + 6,000,000) X COMBINED SCALE FACTOR' STATE PLANE COORDINATES
(FASTING + 2,OOD,OOD) X COMBINED SCALE FACTOR = STA'I'F. PLANC COORDINATES
Dtcembcr fl, 2QI5
Pagc 5 of ld
R'\wnc?•v179'a79e I S`uaumrnts;479e 1 Sxvl.%Ylt
PARCEL IN BETSYEEN FAA BOULFVARD AND TRINITY BOULEVARD
167.565ACRE TRACT
BEING A 167.565ACRE TRACT OP LAND, SITUA TkU IN 'i'HE ViNCENT ! HIJTTON SURVEY,
ABSTRACT NO, 681, TARRANT COUNTY, TEXAS, AND THE WILLIAM G MATTHEWS
SURVEY, ABSTRACT NO. 1052, TARRANT COUNTY, TEXAS, SAID 167,565ACRE TRACT OF
LAND BEING A PORTION OF THAT CERTAIN TRACT OF LAND KNOWN AS THE DALLAS
FORT WORTI I INTL•RNATIONAL AIRPORT, COMPRISED IN PART BY THE FOLLOWING
TRAC"I S A PORTION OF A 45.374 ACRE TRACT OF LAND DESCRIBED AS PLOT B-
STEWARDESS COLLEGE SITE IN A DEED FROM THE CITY OF FORT WORTH TO THE
UALLAS-FORT WORTH REGIONAL AIRPORT BOARD AS RECORDED IN VOLUME 6653 PAGE
863 OFTHE DEED RECORD OF *TARRANT COUNTY, TEXAS (DRTCT) AND ALL OF LOT I
BLOCK 2 AND LO'l- 1, BLOCK 3 OF THE FINAL PLAT OF BLOCKS 2 AND 3, AMERICAN
AIRLINES ADDITION, AN ADDITION TO TARRANT COUNTY, TEXAS, AS RECORDED IN
VOLUME 388.133 PAGE 60 OF THE PLAT RECORDS OF TARRANT COUNTY, TEXAS, SAID
iG7,565ACRL TRACT OF LAND BEING DESCRIBED BY METES AND BOUNDS AS FOLLOWS:
BEGINNI,`1G A01' A 5/8 INCH IRON ROD CAPPED "DFW BOtNDARY" SET (DEW SURFACE 88
COORDINATE -NORTHING 989,800,094, EASTING 410363.661) FOR THE POINT OP
INTERSECTION OF "FHE; WEST RIGHT•OF-WAY LINE OF STATE HIGHWAY 360, A VARIABLE
W IDTH RIGHT-OF-WAY, AND THE SOUTH TINE OF A 2,411 ACRE TRACT OF LAND,
HEREAFTER REFERRED T'O AS "FAA BOULEVARD", DESCRIBED AS A PARCEL FOR PUBLIC
STREET L'SL, 60 FOOT WIDE RIGHI'•OF-WAY IN DEED FROM THE UNITED STATES OF
AMERICA 110 THE CITY OF FORT WORTH AS RECORDED IN VOLUME 5531, PAGE 89, DRTCT
fHE SAME BEING THEMOST NORTHWESTERLY CORNER OF A 1.861 ACRE TRACT OF LAND
DESCRIBED AS PARCEL 136, RW 8002.1-24, 12.29.71 IN DEED FROM THE CITY OF FORT
WORTH, A MUNICIPAL CORPORATION TO THE STATE OF TEXAS AS RECORDED IN VOLUME
5530, PAGE 221 D R: CC.1'. , FROM WHICH A TXDOT BRASS DISK IN CONCRETE (DISTURBED)
YOL'ND BEARS SOUTH 28°55' I1" WEST, A DISTANCE OF 2.89 FEET;
THENCE., LEAVI'nIG'fHE SOUTH RIGHT-OF-WAY LINE OF SAID FAA BOULEVARD, ALONG
AND WITH THE WLS 1 EIt1.Y RIGH`I'•OF-R'AY LINE OF SAID STATF. H[GHWAY 360 AND THE
WESTERLY LINE OF SAID 1,861 ACRE 'TRAC1', THE FOLLO\VINO SEVEN COURSES:
SOUTH 59057121" EAST, A DISTANCE OF 104.84 FEET TO A TXDOT ARASS DISK IN
CONCRETE FOI:ND (DFW SURFACE 88 COORD[NATE -NORTHING 989,747.G07,
FASTING 4109454.411) FOR POINT ON A NON=TANGENT CURVE TO THE I,FFT;
SOUTHEASTERLY, ALONG AND WITH SAID NON•TANGENT CURVE TO THE LEFT,
HAVING A RADIUS OF 1462.40 FEET, A CENTRAL ANGLE OF 30'W05", A LONG
CHORD THAT BEARS SOUTH 07°26'48" EAST, 296,03 FEET, AN ARC DISTANCE OF
296.54 FEET TO A TXDOT BRASS DISK IN CONCREI E FOUND (DFW SURFACE 88
COORDINATE - NORTHING 989,454*071, EASTING 410, 92,778) FOR A POINT OF
CANGENCY;
SOUTH 13°15'21" EAST, A DISTANCE OF 289,54 FEET A Sf8 INCH IRON ROD CAPPED
"llFW BOUNDARY" SET (DEW SURFACE 88 COORDINATE - NORTHING 989,172.,246,
EASTING 410,559,170) FOR CORNER; , FROM WHICH, AN ALUMINUM MONUMENT
STAMPED DPW BOUNDARY FOUND BEARS NORTH 07'26'03" WEST. A DISTANCE OF
IO$416 FEET;
SOUTH 05"26'39" WEST, A DISTANCE OF 101,64 FEET TO A 5/8 INCH IRON ROD
CAPPED "DFW BOUNDARY" SET(DFW SURFACE 88 COORDINATE NORTHING
989,071,064, EASTING 410,549527) FOR CORNER,
Cxcemher 8, 2015
Page 6 of 14
R:lsurvey'�tl�i 79c I £ `.JocumcnsLl; 9c I SxvLOW
SOU I H 16'47'2I"EAST, A DISTTANCE OF GR.04 FF.F,T"1'O A 5t8 tNCIi IRON ROD CAPPED
"DFW BUI;NUAKY" SET (DFW SURFACE RR GOORDTNATE --NOR"THING 989,Ot15.925,
EAS'fING 4 f U, 569. I RU) FUR CURNER;
SOUTH 37" 32'21" EAST, A DIS I'ANCE OF 37?6 fiEET TO A St8 INCI (IRON ROD CAPPEll
"DF\V BOUNDARY" SET (D}'W SURFACE. R8 COORDINATE. NORTHING 988,460,521,
EA5'f1NG 410,604,069) FUR CORNER FRUh4 WHICH, riN ALUMINUM MONGb{EN1'
ST'A�1Phll DFW BOUNDARY FOUND BEARS NORTH OS'48'1 I" WEST, A DISTANCE OF
1U.34 F'EE'f;
SOUTH 02'47'21" EAST, AllIS'T.4P.CE OF ID6.03 FF,ET'TO A 5i8 INCIt IRON RQD
GAFFED "DFW BOUNDARY" SET (DEW SURFACE 88 COORDINA7 E- NUR1'HiNG
488,854.597, FASTING 410,609.229) FOR THF, MOST SO[1T}IERLY CORNER OP SAID
LR6] ACRE TRACT, FROM WHICH, AN ALUMINUM MONUMENT STAA�IPF,D DFW
BU[NDARY FOUND BEARS NORTH 03°24'03" WEST, A DISTANCE OF 10.65 FEET;
'THENCE, SUIITH 00°51'34" EAST, CONTP�IIING ALONG AND WITH WI:STERLV WGHT•OF-
14'Al' LINE OP SAID STATE HIGHWAY 360, A DISTANCE OF 1000.00 FEET TU A 5/8 [NCH IRON
ROD CAPPED "DFW BOUNDARY" SET (DFW SURFACE•. 88 COORDINATE - NOR1'Hi� 1G
4R7,854.712, FASTING, 4l0,624.328} FOR THE MOST NORTITERLY CORNER OF A SA03 ACRE
'TRACT' OF LAND DESCRIBED AS PARCEL 137, RW 8002-1.24, 4-7-72 AS RECORDED [N
VOLGME 5268, PAGE 929, D.R.T.C.T, FROM WHICH A In_ INCH 1ItON RUD FUUND BEARS
SOUTH 82'07'S8" EAST, A DISTANCE OF O.S4 FEET.;
THENCE, CONTINUING ALONG AND IYITH THE WESTERLY R1GI1 f-OF'-WAY LINE OF SAID
STATE HIGHWAY 760 AND THE WESTERLY LTNF.OF SAID 5.403 ACRE T"RACY, THE
POLLO�VING'TWELVE COURSES:
SOUTH 34�iD'•li" WEST, A DISTANCF.OF61.03 FEETTO A S/8INCH IRON ROD
C:IPPED "DFiV BOUNDARY" SET (DFW SURFACE 88 COORDINATE-NORT'HI\G
987,804.222, EAST!\ti 410.590.U43) FOR CURNER, FROM WHICH A S!S fNCH IRON ROD
FOUND BEARS SOUTH 82°40'23" EAST, A DISTANCE OF 0 63 FEET;
SOUTH OU°48' i 9" EAST, A DISTANCE OF 150.00 FF,FT TO A 3/8 INCI I IRON ROD
CAPPfiD "llF1V BOUNDAKY" SE'T {pFW SURFACE. 88 COORDINATE -NORTHING
987.654.2 ti7, FASTING 410,592.151) FOR CORNER;
SOUTH 14°30' 14" EAST, A DISTANCE OF 103.OR FEET T'O A S.'8 INCH IRON RUD
CAPPED "DFW BOUNDARY" SET (DFW SURFACE 38 COOLtD1NATF NORTHING
987,554.595, FASTING 410,618.55) FOk CORNER;
SOGT}i 00°48't9" FAST, A DISTANCE OF 100.00 FEET TO A 518 T31CH IRON ROD
CAPPED "DFW BOUNDARY" SFT (DFW SURFACE 88 COORDINATTE--NORTHING
987,454.605, FASTING 41D,6I9.9S5) FOR CORNF,R, PROM Wl11Ci1 A S/8 T\CH IRON ROD
FOUNll BEARS NOK"TH 86°54'03" EAST, A DISTANCE OF 0.30 FT>[T;
SOUTH IS°53'41" WEST, A DISTANCE OF 104.a0 FEETTO A 3!8 INCH IRON ROD
CAPPL L5 "DFW BOUNDARY" SET (DFW S[IRFACF, 88 COORDMATE - NOR'I'HTNG
487,354,I96, FASTING 4i0,591.363) FOR GORNF.R, FROM WIIICTI A 518 INCH IRON ROD
FOUND BEARS NORTH 51°10'S4" EAST, A DISTANCE OF 0,32 FEET
SOUTH 02`3 f'4l" NEST, A DISTANCE. OF 601.02 FEET' TO A Sib NCII IRON ROD
CAPPED"DFW BOUNDARY" SET (DPW SUkI'ACE 88 COORDINATE— NORTHING
986,753.761, FASTING A 10,564.832)1'OR CORNER, FROM V4'H1CH A ONE: INCH IRON
ROD FOUND BEARS NORTTI 71°44'OS" EAST, A DISTANCE OF 3.05 FEET;
Dcccmbcr g, 201 S
Page 7 of Id
RRwrvcy�A?9id?9c1 SWocumtnts�A79ci Ss��LG04
SptJTFI 0}`OS'41" WEST, A DiSTANCF.OF 300.17 FEE'C `FO AN ALU�1!\'l-'+1 MUNi;MENT
STAMPF,D DFW ROIJIJDARY FOUND (DFW SCiRFACE 88 CUORDI\A I'E - NUR'I'HING
986,453.646, FASTING 410,559.1 ib) FOR CORNER;
SOUTH 03°57'4I" WEST, A DiSTANCF, OF I82.83 FF.F.T TO AN ALUMINUM\ MO1'UMLN'i'
STAMPED DFW BOUNDARl' FOUND (DFW SURFACE 88 COORDINATE - �aaK l HING
986,271.060, EAS'CINCi 410,544.670) FUR CORNER;
SOUTH d3i5'41" \\SST. A DIS'CANCE OF 73.34 FEET TO A Sri [NCI t IKON ROD
CAPPED "DF1V BOUNDARY" SF,T (DFW' SURFACE 88 COORDNATE -NORTHING
986,217.798, FASTING 410,499.253) FOR CORNER;
SOUTH 86°15'41" WEST, A DISTANCE OF 119.85 FEET TO A 5/8 P1CH IKUN RUD
CAPPED "DFW BOUNDARY" SET (DF\V SURFACE &8 COURD[NA'1'E -- NURTHING
986,209.983. FASTING 410,379.658) FOR CORNER;
NORTH 82`Ol' I9" WEST, A DTSTANCE OF 372.53 FEET TO AN ALUMINUM
MONUMENT' STAMPED DFW BOUNDARY FOUND (DF\V SURFACE 88 CUURDINATE
NORTHING 986,261.689, FASTING 4IO,Ultl.734) FOR CORNER;
SOUTIi 87°48'41" \VEST, A DISTANCE OF IOO.b7 FEET' TO A 5!8 \NCH IRON RUD
CAPPED "DFW BOUNDARY" SET (DFW SURFACE 88 COURDINAT'E - NOR'CHING
936,257,344, FASTING 409,910.139) FOR THE MOST 4VEST"ERLY NOR"I'HWEST CORNER
OF THE SAID 5.403 ACRE TRACT, SAID CORNER BECNG BJ THE NURTH R1GH'C-UF-
\VAV OF TKINITY BOULEVARD, A VARIABLE WIDTH ROW, FROM WHICH, A'4 INCH
IRUN ROD FOL?1D BEARS SOIiTH 78° 52'1 i" \VEST, A DISTANCE OF 1.58 F1=ET;
THENCE, AIANG AND 1VITH THF. NORTtI RIGIIT{)F-WAY LIA'E OF SAID TR1Nl 1'Y
BOULEVARD, 7HEi FOLLOWING StY COURSES:
NORTFi R4`04' l2" WEST, A DISTANCE OF 245.37 FEET TO AN ALUMINUM
MONIIMFiNT STAh1PGD DFW BOUNDARY FOUND (DFW SURFACE $8 COURDINAT'E
NORTHTNG 486,282.R39, FASTING 409,6b6,047j NON=FANGbNT POINT ON A CUKVE'FU
THE RIC,FIT;
NORI'HW85TERLY,AEONG AND \VITH SAID NON•TANGF.NTCUI2VE "FO'CIIE WGHT,
HAVING A RADIUS OF 1372.00 FEET, A CENTRAL ANGLE. OF 44°21'2tl". A LOA`G
CI TURD THAT BEAR5 tit.>It`Ct1 70° 4I'l5" WEST, lOd.27 FEET, AV ARC DISTANCE OF
1 U4,30 FEET TO AN ALUMINUM MONUMENT STAMPED DFW BOUNDARY FOUND
(DPW SURFACE 88 COORDINATE - NOR1"H[NG 9$6,317.323, FASTING 409,567.b45) FOR
A POINT' OF TANGEtiCY;
NORTH 68°3tl'35" WEST, A DISTANCE OF 146.34 FEET TO AN ALUMINUM
'MONUMENT STAMPF,D DFW BOL'1dUARY FOUND (DFW SURFACE 88 COORDINATE -
NORTHING 9BG,370.933, EASTCNG 409,431.482) TO A POINT OP CURVATURE OF A
CURVE TO THF, LEFT;
SOL"CHWFSTF.R[.Y, AI.Otit� AND W1TIi SAID CURVE 1'O TIIE LEFT, HAVING A
RADIUS OF l438.00 FEET, A CENTELIL ANGL6 OF S�1" 2'J'2�",ALONG CHORD THAT
BF,AKS SOUTH Rd° IS'44" EAST, 130b,72 FF.F'F, AN ARC DISTANCE OF 1357.23 FEET' "FO
A SiR INCH IRON ROD CAPPED'"DFW BOUNDARY" SF.T (DFW SURFACE 88
COORDINATE - NOR'CHING 986,Z40 �89, EAS1ING 408, I;i I.308) FOR A POINT' OF
'CANGI:NCY, FROM WHICH A 5/8 1\CI1 IRON ROD CAPPF,D "K.Ii.A," i•OUND Bk;AR5
NORTH OS°06'3d" EAST, A DlSI'ANCE OF OS? FEF,T;
Lkccm6er 8, )UIS
Page B of 1 d
k:�Survey417U'�A79c 1 SWacumcrnsl#19c1 SxvI.G W
SOCTII 57°02'02" WFST, A DISTANCE OP 60.95 FEET TO A 5/8 INCH IRON ROD
CAPPED "DFW BOUNDARY" SET (DFW SURFACE 88 COORDINATE - NORTHING
986,207,1211 FASTING 409,080,169) FOR CORNER, FROM WHICH A 518 INCH IRON ROD
CAPPED "K H.A," FOUND BEARS NORTH 10°43,,1 i" WEST, A DISTANCE OF 0,87 FEET;
SOUTH 8R°43'4S" WEST, A DISTANCE OF 153.09 FEET TO A 5.'8 INCH IRON ROD
CAPPED "DFW BOUNDARY" SET (DFW SURFACE 88 COORDINATE - NORTHING
9R6,203.726, FASTING 407,927.116) FOR CORNER, BEING THE POINT OF
(NTF.RSECTION OF THE NORTH RIGITT-OF-WAY LINE OF SAID TRINITY BOULEVARD
nNDTHF EAST RIGHT-OF•W'AY LINE OF AMERICAN BOULEVARD, A VARIABLE.
tVIDTH ROW, SAID CORNER BEING A NON -TANGENT POINT ON A CURVE TO THE,
RIGHT, FROM WHICH A 518 NCI I IRON ROD CAPPED "K II.A" FOUND BEARS NORTH
40010'59" NVEST, A DISTANCE OF I,22 FEET;
THENCE, ALONG AND tVJTH TT{E EASTERLY R1GHT'•OF-WAY LINE OF SAID AMERICAN
BOULEVARD, THE FOLLOWING SIX COURSFS!
NORTHWESTERLY, ALONG AND tVl'I'H SAID NON -TANGENT CURVF. TO THE RIGHT,
HAVING A RADIUS OF 700.00 FEET, A CENTRAL ANGLE OF 22°23'16",ALONG
CHORD THAT BEARS NORTH I I°27124" WEST, 271,78 FEET, AN ARC DISTANCE OF
273.52 FEET TO A 518 INCH IRON ROD CAPPED "DFW BOUNDARY" SET (DFW
SURFACE 88 COORDINATE --NORTHING 986,470.092, EASTING 407*873,133) FOR A
POINT OF TANGENCY, FRO?A WII(CIT, AN ALUMINUM MONUMFNT STAMPED DFW
RpIiNDARY FOtIND BEARS NORTH 32012'30" WEST, A DISTANCE OF 1.51 FEET;
NORTH 000 15'58" WEST, A DISTANCE OF 559,74 FEET TO A 518 INCH IRON ROD
CAPPED "DFW BOLNDARY" SET (DFW SURFACE 88 COORDINATE - NORTHING
987,029.83I, FASTING 4070870,533) FOR POINT OF CURVATURE OF A CURVE TO THE
RIGHT;
NORTHWESTERLY, ALONG AND WITI I SAID CURVE'I'O THE RIGHT, HAVING A
RADIUS OF 1270,00 FEET, A CENTRAf. ANGLE OF 24059149", A LONG CHORD THAT
BEARS NORTH 12` 14'09" EAST, 549.69 FPET, AN ARC DISTANCE OF 554,07 FEET TO A
518 INCH IRON ROD CAPPED "DFW BOUNDARY" SET (DFW SURFACE 88
COORDINATE - NORTHING 987,567,0321 EASTING 407,987.033) FOR A POINT OF
TANGENCY, FROM WHICH, AN ALUMINUM MONUMENT STAMPED DPW
BOUNDARY FOUND BEARS NORTH 06002141" WEST, A DISTANCE OF 0.76 FEET;
NORTH 23°56104" EAST. A DISTANCE OF 452.54 FEET (429,79 FEET RECORD) TO A 518
INCH IRON ROD CAPPED "DFW BOUNDARY" SET (DFW SURFACE 88 COORDINA FE -
NORTIIING 987,980.657, EASTING (108,170.624) FOR POINT OF CURVATURE OF A
CURVE TO THE RIG)-[T, FROM WHICH, AN ALUMINUM MONUMENT STAMPED DFW
BOUNDARY FOUND BEARS SOUTH 23037'06" LAST, A DISTANCE OF 22.05 FEET;
NORTHFASTERLY, ALONG AND WITH SAID CURVE TO THE RIGHT, HAVING A
RADIUS OF 1344.00 FEET, A CENTRAL ANGLE OF 25°00'S3" (29°4979" RECORD), A
LONG CHORD THAT BEARS NORTH 11025137" EAST, 582,13 FEET, AN ARC DISTANCE
OF 586,78 FEFT (605,71 FEET RECORD)TO A 518 INCH IRON ROD CAPPED "DFW
BOUNDARY''' SET (DFW SURFACE 88 COORDINATE - NORTHING 988,551 t246,
EASTING 408,295,955) FOR A POINT OF TANGENCY, FROM WHICH, AN ALUMINIIk4
vONUMENT STAMPED DFW BOUNDARY FOUND BEARS SOUTH 090 14735" WEST, A
DISTANCE OF 3.10 FEET:
0.tcm6cr S, ?615
Peer y of 14
R.'aurveyW 17v:79ti S�ducumenu'+170e I Sxv4G04
NAKT'H 01`04'49" WEST, A DISTANCE OF 271.06 FEE"I' (315,d8 F'GGf HEC'Dl�)'i'O A 5/8
INCH IRON ROD CAPPED '1DFW BOUNDARY" SFT (DFW S'.JKf'ACE 88 COORDINATE -
NORTHING 998,822.254, FASTING 408,280.844) FOR THE SOUTHWES1' CORNER OF A
9.07 ACRE TRACT OF LAND DESCRIBED AS SOUTH TRACT IN DEED FROM
AMERICAN AIRLINES, INC. TO THE DALI.AS FORT WORTH REGIONAL AIRPORT
BOARD AS RECORDED IN VOLUME. 6653, PAGE 870, D.R.T.C.T',;
THENCE, NORTH 88°22'S7" EAST, LEAVING THE fiAST RIGHT OF -WAY LINE UP SAID
AMERICAN BOULEVARD, ALONG AND WITH THE SOUTH{ LINE OF SAID 9,07 ACRE TRACT
OF LAND, A DISTANCE OF 471,06 FEET TO A 518 INCH IRON ROD CAPPED "DFW BOUNDARY"
FT(DFW SURFACE 88 COORDINATE, -- NORTHING 988,835.549, E.ASTING 4081751.717) FOR
THE SOUTH EAST' CORNER OF A SAID 9,07 ACRE TRACT OF LAND, THE SAME BEING THE
SOUTHWEST CORNER OF A 2,411 ACRE TRACT OF LAND DESCRIBED IN DEED FROM THE
CITY OF FORT WORTH TO THE, UNITED STATES OF AMERICA AS RECORDED IN VOLUME
5531, PAGE 86, D.R.T.C.T.;
THENCE, NORTH 88°5113"" FAST, ALONG AND Willi TI IF SOUTH LINE OF SAID 2,411 ACRE
TRACT OF LAND, A DISTANCE. OF 125,00 FEET TO A S%8 INCH IRON ROD CAPPED "DFW
BOUNDARY" SF (DFW SURFACE 88 COORDINATE- NORTHING 988,838.036, FASTING
408,876.692) FOR THE SOUTHEAST CORNER OF A SAID 2.411 ACRE TRACT OF LAND, THE
SAME BEING THE SOUTHWEST CORNER OF A 13.43 ACRE TRACT OF LAND DESCRIBED IN A
JUDGFMF.NT STYLED UNITED STATES OF AMERICA VS THE TARRAN r LAND COMPANY,
ET, Al, CAUSE NUMBER 10719.2725, UNITED STATES DISTRICT COURT FOR NORTHERN
DISTRICT OF TF,XAS, DATED FEBRUARY 16, 1960 AS RECORDED IN VOLUME 3416, PAGE. 598,
D.R.T.C.T,;
THENCE, NORT-T 88051137 Ens'r, ALONG AND WITH 'rIIB SOUTH LINE OF SAID 14.34 ACRE.
it
TRACT OF LAND, A D15TAlTCF. OF 650.00 FF,ET TO A 5!8 1NCN IRON RUU CAPPED DF W
ROt `NDARY" SET (DFW SURFACE 88 COORDINATE -NORTHING 988,850.965, FASTING
409,526.563) FOR THE SOUTHEAST CORNER OF SAID 13.43 ACRE TRACT' OF I -AND;
THENCE, NORTH 01008'23"WFST1 ALONG AND WITH TiIE EAST LINE OF SAID 14.34 ACRE.
TRACT OF LAND, A DISTANCE OF 844,24 FEET TO A 5,8 INCIJ IRON ROD CAPPED "DFW
BOUNDARY" SET (DFW SURFACE 88 COORDINATF. NORTHING 989,695.(1•I1, EAS'ITNG
a09,509.770) FOR CORNER, BP;IN(; IN THE SOUTH RIGHT-OF-WAY LINE OF TI IE
AFOREMI{ti !'H WED FAA BOULEVARD, A 60 FOOT RIGHT-OF-WAY;
THENCE, ALONG AND WI'fH't HE SOUTH RIGHT -UP -WAY LINE OF SAID FAA BOt;LBVARD,
T}lE FOLLOWING FIVE COURSES:
NORTH
88628'39" EAST, A DISTANCE OF 262.45 FEET TO A 5.0#8 INCH IRON ROD
CAPPED "DFW BOUNDARY" SET (DFW SURFACE•' 88 COORDINATE. NORTHING
98%702 015, FASTING 409,772.130) FOR TJ IE POINTOF CURVATURE OF A CURVE, TO
THE LEFT, FROM WHICH A 518 INCH IRON ROD CAPPED "KJI.A." FOUND BEARS
SOUTH 2793100" WEST, A DISTANCE OF 0,41 FEET, AND 5r8INCH IRON ROD FOUND
BF.ARS SOUTH 630 47' 3T' WEST, A DISTANCE OF 1.02 FEET;
NOR'T'HEASTGRLY.AEONG AND WITH SAID CURVE TO THE LL'F r, HAVING A
RADIUS OF 77933 FEET, A CENTRAL ANGLE OF IS°T3'00",ALONG CHORD THAT
BEARS NORTH 80'S2'09" EAST, 206.37 FEET, AN ARC DISTANCE OF 206.98 FEET TO A
5'8 INCH IRON ROD CAPPED "DFW BOUNDARY" SET (DFW SURFACE 88
COORDINATE - NORTHING 989,734.763, EASTING 409,975,883) FOR A POINT OF
TANGENCY,
fh.cm6cr 8, ?O! S
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R:�suney-\479W 79e 1 S�documentsW 79t!Sxt1 C!fid
NOR ["H 73°t 5'39" LA ti T, A DLST'ANCI; OP ! 14.64 FEET TO A 518 INCH IRON R011
CAPPED "DFW BOUNDARY" SET (DFW SURFACE 88 COORDINATF NORTHING
989.767.783, FAS`IING 41085.665) FOR THE POINT OF CURVATURE. OF A CURVE TO
Tl4E RIGHT, FROM WI ITCH A 5!8 INCH IRON ROD CAPPED "K.H.A " FOUND BEARS
SOUTH 2O94V51" WEST, A DISTANCE OF 0.57 FEET;
NURTIIEASTERLY, ALONG ANll WITH SAID CURVE'FO'11iE RIGHT, fiAVING A
RADIUS OF 715,14 FEET, A CENTRAL ANGLI; OF 15019100", A LONG CHORD THAT
BEARS NORTII 80955W' EAST, 190,61 FEET, AN ARC DISTANCE OF 19L18 FEET TO A
;!8 INCH IRON ROD CAPPED "DFW BOUNDARY" SET (DFW SURFACE 88
COORDINATE - NORTHING 989,797,865, FASTING 410,273.883) FOR A POINT OF
CANGL'NCY, FROM WHICH A 5!8 INCH IRON ROD FOUND BEARS SOUTH 47035147"
WEST, A DIS"1'ANCE OF 1.30 FEET;
NORTH 88934139" EAST, A DIS"FANCF, OF 84.81 FEET TO THE, POTNT OF BEGINNING,
AND CONTAINING 1674565ACRES OF LAND, MORE. OR LESS,
BASIS OF BEAitING:
DFW SURFACE 8$ COURDINAIT:S WERE ES1'ABLISHF.D US1NG GIABAL POSIT10N1NG
SYSTEMS (CiPS)1 ECHNOLOGY. T'HE BASIS FOR THE GPS NETWORK ARE THE MONUIvtENTS
LISTED BELOW.
llFS1' GEODETIC CONTROL MONUMENTS BASED ON TEXAS NORTH CENTRAL STATE
PLANE NAD $3 (1986}, COORDI`A'1'L•'S VAIa ES HAVE. BF,F,N CONVERTED TO T1IE I)F!V
SURFACE 88 SYSTI `.t.
CiPS-39 GPS-35
NORTHING , 1,411,611.380 NORTHING t,019,Op5.354
FASTING It 1,009.347 FASTING 434,704.988
COMBINEDSCALE PAC I'OR-04999850148
fO CONVERT DFW SURFACE 88 COORDINATES TO NAD 83 COORDINATES:
tNOR17IING 6,400,000) X COMBINED SCALE FACTOR = STATE PLANE COORDINATES
(FASTING 4 2.0009000) X COMEIINF 1) SCALL FACTOR = STATE PLANE COORDINATES
Deccmhn B, 2615
Page f t of 14
R.!survcy'A79td79ci S�documrnlswi79ct 4..-L(iO4
PARCEL TO THE SOUTH OFTFtIN1TY BOCLEVAKll
29.790ACRE TRACT'
BEING A 29.790ACRE TRAC1` OF LAND SCCU.ATED IN THF. J. ALRIRTT SURVEY, ABSTRACT'
NUMBER 178,'1'A1tRAN'1' COUNTI', "CEXAS, AND SAID 29.790ACRE TRACT BECNG A PORTIOti
OF'CH.AT' CER'CA1N l'RACT OF LAND KNOWN AS DALl.AS1FORT WORTH INTERNATIONAL
AIRPORT, COMPRFSEU IN PAA'f BY A 34.803 ACRE TRACT OF LAND DESCRIBED AS SOUTH
TRACT' IN A DEED FROM Al�1ER1CAN AIRLINES,INC TO "fHE DALLAS-FORT WORTH
REGIONAL AIRPORT BOARD AS RECORDED iN VOLtiME 6653, PAGE Ai6 OF THE DEED
}LECURUS OF'i'AF:ItAN'I'CODNTY, TEXAS (D.R.T.C.T.); SA[D 29.790ACRE TRACT OF LAND
BEING MURE PARTICL'1_ARLY DESCRIBED AS FOLI <_�V\`>;
BEGTNNIVG AT A it2 lNCH IRON RUD CAPPF;D "BRITTAIN CR_AWFORD" PUUND (llFW
St1RFACE R8 COORDINATE. -NORTHING 9R6,Od 1.317, EAS fING d10,21'1.." 32) FOR'I'HE
NORTHEAST CORNER OF I,OT 2, B1,pCK I OF TFIE TRINITY/360 ADDfI ION, AN ADDITION TO
'fHF. CITY OF FORT WORTH, TARRANT COLT�TY, TEXAS, AS RECORDED IN CABINF-:'f A,
SI,IDF, 2590 OF THE PLAT RECORDS OF TARRANT COUNTY,'fEXAS, SAID COR'!LR 8f;i;;t tN
THF. SOUTH RIGHT-OF-WAY L1NF. OF TR[NITY BOULEVARD (A YAItIAF1LE W ID"fH ftOW);
THF.NCF., SOUTH 78°57' 10" F.AST, ALONG AND W[TH THE SUUTH RIGHT -OF• WAY LINE OF
SAID TRINITY ROULF.VARD, A DISTANCE OF 17Z.94 FEET TO A 5(8 1NCH CAPPED IROL" RUD
STAMPED "DFW ROI NDARY" SFT (DFIV SURFACE SR COORDINATE-NORT'HMG 9Rb,008.i79,
FASTING 410,38Z.468) FOR COR`F.R, SAID CORNER BEING AN ANGLE PO1N1' 1N THE
WFSTF.RLY LINF. OF A SA03 ACRF. TRACT OF LAND DESCRIBED A PARCEL. 137, RW 80U3.1-
24, 4-7.72 IN DF,F.D FROivt THF. CITY OF FORT WORTH 'IO TILE S"t'A7"L•' OF 1'F.XAS AS
RECORDED IN VOT.U\II: 526R, PAGF.929, D.R.T C.T., SAID CURNLR ALSU BEINCIIN THE
WESTERLY R1GHT-OF-IVAY OF STATE HTGH\VAY 360,
THF.NCF., ALONG AND WCIH Tt1E WESTERLY RIGi IT OE LING OF SAID S"fA'fE HIGHWAY 360
THF. FOLLOWING TFN COURSES:
SOUTH R9° 53' 19" F.AST, ALONG AND WITFI Tl1E WESTERLY LINE OP SAID 5.403
ACRE TRACT, A D1S'CANCE OF 125.34 FEF.'C TO A $J81NC}1 1R0� ItOD WITH A B(iASS
CAP STAMPED "DFR' INTERNATIONAL AIRPORT BOUNDARY" SET (DFW SUR}'ACt:
88 COORDINATE-NOR1'HlNG 986,007.935, F,AST[NG 410,507.807), FOR CORNER;
SOU'CH 48°40'19"EAST, CONTINUING :ALONG A`:D WITH THF. WES!'1'.Ri.y LINE OF
SATU SAU3 ACRE'IRAC I, A DISTANCE OF 7522 FF..F.T TO A Sr& CNC1I CAPPED IRON
ROD STAMPED "DFW BOUNDARY" SET (llFN' SURFACE 88 COORDINATE -NORTHING
9R5,958?62, FASTING 410,564.293) FUR CORNER;
SOUTH 07°26' i9" EAST, CONTINUING ALONG AND 4V11'H'fHE WF.STF.Rt.Y I,TNF OF
SAID $ 403 ACRF. TRACT, A DISTANCE OF 11 59 F'Ek.'f T'U A gf8 INCH CAPPER IRON
KOD STAMPED "DF\Y ROLRdDARY" SF.T (DFW SliRFACE S8 COORDINATE \ORTHiNG
9RS,946.d72, FASTING 410,i65.83Z) FOR CORNER;
SOi;TH 17°4l'33" EAST, LEAVING THF, WESTERLY 1.1\1" OF S.41U 5.4U3 ACRE TRACT,
A DISTANCE OF 62.2E FEET TO A 5+8 INCH CAPPED IRUN ROD ST'ADIPED "DFW
BOUNDARY" SE-f (DFW SURFACE 88 COORDINATE-NURIUING 985,887.153, EAS'I'ING
410,584.755) FOR THE MOST NORTHWEST"ERLY CORNER OF A O G40 ACRF: TRACT OF
LAND, DESCRIBED AS PART 2, PARCEL 138, RW 800Z-1-Z4, 3-7.72, (N DEEU FROM THE
CITY OF FORT' 4VURTH TO 7HE STATE OF TEXAS AS RECORDED IN VOLUME 5268,
PAGE 91d, ll.R.'I.C.'f.;
Ikccmbcr 8, :015
Pxgc 12 of 14
R-uun�eyW 79u79e I S'docunrrn�+1379r (Sxc.l63
SOUTH 27`IQ'42" EAST, ALONG AND WIT}i THE \VESTERLY LR:F. C1P SAID 0.640
ACRE TRACT OF LAND, A DISTANCE OF 81.25 FEET TO AN ALUMINUM MONUti{ENT
STAMPED DFW BOUNDARY FOUND (DFW SURFACE, 88 COORDINATE-NORTHFNG
985,814.873, LASTING 410,621.867) FOR CORNER;
SOUTH 11'25138" EAST, CONTINUING ALONG AND WITH TILE WESTERLY LINE OF
SAID 0,640 ACRE TRACT OF LAND, A DISTANCE OF 108,72 FEET TO AN ALUMINUM
MONUMENT STAMPED DFW BOUNDARY FOUND (DFW SURFACE 88 COORDINATE*
NORTHING 985,708.309, EASTING 410,643,407) FOR CORNER,
SOUTH I3`25'38" EAST, CONTINUING ALONG AND WITH THE WESTERLY TINE OF
SAID 0,640 ACRE TRACT OF LAND, A DISTANCE OF 108,72 FEET'TO AN ALUMINUM
ht0\UMENT STAMPED DFW BOUNDARY FOUND (DFW SURFACE 88 COORDINATE -
NORTHING 985,602.56, FASTING 41%668.653) FOR CORNER;
SOUTH 35040'38" FAST, CONTNUING ALONG AND WITI4 111E WESTERLY LINE OF
SAID 0,640 ACRE TRACT OF LAND, A DISTANCE OF 227,49 FEET TO AN ALUMINUM
MONUMENT STAMPED DFW BOUNDARY FOUND (DFW SURFACE 88 COORDTNATE-
NORTHING 985,417.767, EASTING 410,801329) FOR A POINT ON A NON-TANGFNT'
C 'RVF, TO THE LEFT;
SOL; Tl1FASTERL.Y, LF.AVNG THE WESTERLY LINE OF SAID 0,640 ACRE TRACT OF
LAND, ALONG AND WITH SAID NON -TANGENT CURVE TO THE LEFT, HAVING A
RADIUS OF 3039.79 FEET, A CENTRAL. ANGLE OF 11058'00", AND A LONG CHORD
BFARING SOUTH 2W 13' 55" EAST, 633.73 FEET, AN ARC DISTANCE. OF 63C88 FEET TO
i 518 INC] I CAPPED IRON ROD STAMPED "DFW BOUNDARY" SET (DFW SURFACE 88
COORDINATE -NORTHING 984,8190874, EASTING 411,0614432) FOR POINT OF NON -
TANGENCY, FROM WHICH A I" IRON ROD FOUND BEARS NORTH 81 °2V30" FAST, A
DISTANCE OF 0,85 FEET,
SOUTH 30010159" FAST, A DISTANCE OF 460,67 FULT TO A 1 INCH IRON ROD FOUND
(DFW SURFACF. 88 COORDINATE -NORTHING 984344L6K EASTING 411,293.041)'f1{E
SOUTHEAST CORNER OF THE AFOREMENTIONED 34,803 ACRE TRACT OF LAND,
SAID CORNER BEING IN THE NORTH RIGHT OF WAY LINE OF A RAILROAD RIGHT-
OF-WAY DESCRIBED AS TRACT I INDEED FROM WILLIAM M. GIBBONS, TRUSTEE
OP THE PROPERTY OF THE CHICAGO, ROCK ISLAND AND PACIFIC RAILROAD TO
THE C114Y OF FORT WORTH AND THE CITY OF DALLAS AS RECORDED IN VOLUME
77261 PAGE 1848, D.RLT.C,T., SAID CORNER ALSO BEING A POINT ON A NON -
TANGENT CURVE TO THE LEFT;
THENCE SOUTHWESTERLY, LEAVING THE WtiS'I'ERLY RIGHT OF WAY OF SAID STATE
HIGHWAY 360, ALONG AND WITH THE NORTHEitLY R1GHT•OF-WAY 1.tNL• OF SAID
RAILROAD RIGHT-OF-WAY AND SAID NON- TANGENT CURVE TO THF,1.F,1T, }lAV1NG A
RADIUS OF 1109,16 FEET, A CENTRAL ANGLE OF 05*18007", AND A LONG CHORD BFARTNG
SOUTH 8405Y45" WFST, 1073 8() FEET, AN ARC DISTANCE OF 1074.27 FEET TO A 518 fNCII
CAPPED IRON ROD STAMPFD "DFW BOUNDARY" SET (DFW SURFACE 88 COORDINATE -
NORTHING 984,340t 12 11 EASTING 410,223.409) FOR THE SOU 111W =SI CORNER OF SAID 321.803
ACRE TRACT OF LAND, THE SAME BEING T1IE SOIJ14HL•AST CORNER OF LOT I, B14OCK I OF
1 HE INTFRNATIONAL AIRPORT SUBSTA'I ION ADDITION, .AN ADDITION TO THE CITY OF
ARLINGTON, TARRANT COUNTY, TEXAS AS RECORDED TN VOLUME 388.213, PAGE 59 OF
THE PLAT RECORDS OF TARRAN 1 COUNTY, TEXAS, FROM W'141CII AN ALUMINUM
MONUMENT STAMPED DPW BOUNDARY FOUND BEARS NORTH 580 50'02" WEST, A
DISTANCE OF 0,58 FEET:
IY,ccmbcr A, J01
Pagc Il of i d
R:lsuntq'A79F174t I SWuamentsF4 !'k t SxvLGGa
TN I SCE, YOR'CH 00°45' 17" WEST. ALO'rG AND �47-fH TE{E EAS-C LI'JE OF SAID LOT' I.
BLOCK I, A DISTANCE OF 610,46 FEET TO A 51 INC) I CAPPED IRON ROD STAMPED "DPW
BOUNDARY' - SET (DFW SURFACE 88 COORDINATE•NORTHNG 984,956.5281 F,AS4ING
4I0,215.369) FOR THE NORTHEAST CORNER OF SAID LOT I, BLOCK 1;
THEISCE, NORT7-f 89°42' 17" WF,ST, ALONG A'�D W1TH'Ci-lE Ir'ORTI I LNE OF SAID LOT 1.
BLOCK 1, A DISTANCE OF 383.15 FEF,T TO A 518 NCH CAPPED IRON ROD STAMPED "DFW
BOUNDARY" SET (DFW SURFACE 88 COORDINATE.NORTHING 981,958.502, EASTING
40%831224) FOR THE NORTHWEST CORNER OF SAID LOT 1, BLOCK 1, SAID CORNER BEING
ON THE EASTERLY LINE OF A 4,254 ACRE TRACT OF LAND DESCRIBED AS TRACT 5 IN A
DEED FROM LOBE, L.P. TO HC LOBF ARLNGTON, LLC AS RECORDED N D206323409
ll.R.'f.C.T'.;
'CtIENCC, NORTI ' 31"EAST, ALONG AA`D R'ITH 1 11E EASTL'•RLY LINE OF SAID 4.254
ACRE TRACT, A DISTANCE OF 539.04 FEET TO A 5!8 NCH CAPPED IRON ROD STAMPED
"DFW BOUNDARY" SET (DPW SURFACE 88 COORDINATE -NORTHING 985A97.536, EASTING
409,835.442) FOR THE SOUTHWEST CORNER OF LOT I. BLOCK I OF THE AFOREMENTIONED
f UNITY/360 ADDITION;
THENCE, SOUTH 89035'53" EAST, LEAVING 114E WESTERLY LINE OF SAID 34.803 ACRE
TRACT OF LAND AND THE EASTERLY LNE OF SAID 4.254 ACRI: TRAC'C OF LAND, AL0`:C
Ni) WITH THE SOIPITI LINE OF SAID LO f 1, BLOCK I TRINITY360 ADDITION, A AN
APPROXIMATE DISTANCE OF 188.58 FEET, PASSING THE SOUTHEAST CORNER OF SAID LOT
1, BLOCK 1, TRINITY/360 ADDITION, THE SAME BEING THE SOUTHWEST CORNER OF LOT 2,
BLOCK I OF SAID TRINITYt360 ADDITION, AND CON I; IING ON FOR A TOTAL DISTANCE
OF 373,47 FEET TO A I!2 INCH CAPPED IRON ROD STAMPED "BRITTIAN CRAWFORD" FOUND
(DPW SURFACE 88 COORDINATEANORTHING 985,494.916, FASTING 410,208.899) FOR THE
SOUTHEAST CORNER OF SAID LOT 21 BLOCK 1;
THENCR- NOR141100°24'47" EAST, ALONG AND WI I H'1'HE L'AS I LINE• OF SAID LOT 2, BLOCK
1, A U1 STANCE OF 546.41 FEET TO THE POINT OF BEGNNRVG AND CON fAINiNG 29.790
ACRES OF LAND, MORE OR LESS,
BASES OP REARING;
DFW SURFACE 88 COORDINATES WERE ESTABI_TSHED USING G[_OBAL POSITTONCA`G
SYSTEMS (GPS) TECHNOLOGY. THE BASIS FOR THE GPS NETWORK IS FIIE MONUMEM'S
LIST ED BELOW.
DFW GFODL-TIC CONTROL N40NIJMENTS BASED ON TEXAS NORTH CENTRAL STATE
PLANE NAD 83 (1986), COORDINATES VALUES HAVE BEEN CONVERTED TO THE DFW Oi r
SURFACE 88 SYSTEM.
arc ✓/
UPS•39 GPS-35
NORTHING 1,011,611.380 NORTHING 1,OI9,005.354 • F �,[xP �Il10Rl?t
EASTING 411,009.347 EASTING 4247704.988=
COMBINED SCALE FACTOR- 0.999850148 '
TO CONVERT DPW SURFACE, 88 COORDINATES TO NAD 83 COORDINATES:
(NORTI I[`G 6,000,000) X COMBINED SCALE FACTOR = SPATE PLANE COORDINATES
(EASTING � 2,000,000) X COMBINED SCALE FACTOR = STATE PLANE COORDINATES
(3earnixr S. 20t5
Pave 14 of 14
R �suntya 79'179t 154faumcnUW 79c I itivLG(Dt
EXHIBIT B
DRAWING OF TRACTS I THROUGH a
'!t!
Aj_J+S�t �:fl"WrSttt• Rk;�Pi�ic:�f+a'i Aafa: ... � _ ... ...�...�___.....�..... _..�.-.«.-.....--..«...—..._ ...--.r
vrErt*;.i"; A hFIVCM OW
nFC N1aA GCN TEOrdzi'YY S€tlN�b :L-ir.�lia CWi ^Rw4�sib kV2::.T}
EXHIBIT C
SITE PLAN OF NEW HEADQUARTERS
The plan for the site is to construct 4 buildings ranging from 6-8 stories totaling approximately 1.3
million square feet. The site will have a structured parking garage and surface parking. Total project
costs will be at least $350,000,000 of which at least $200,000,000 will be hard costs. A general diagram
is set forth below.
EXHIBIT D
MEMORANDUM OF LEASE
This MEMORANDUM OF LEASE concerns a lease (the "Lease") made and entered into by and
between Dallas / Fort Worth International Airport (hereinafter referred to as "DFW"), and American
Airlines, Inc., a Delaware corporation (hereinafter referred to as "AMERICAN").
1. DFW, in consideration of the rents reserved and agreed to be paid by AMERICAN, and
of the covenants, agreements, conditions and understandings to be performed and observed by
AMERICAN. all as more fully set out in the Lease, has leased to AMERICAN certain premises (the
"Premises") described in Exhibit A attached hereto.
2. The term of the lease commenced in 1972 and will expire on December 31, 2l 14.
3. This Memorandum of Lease is intended for recordation in the real property records of
Tarrant County, Texas, in order to create constructive notice of the existence of a leasehold interest in the
Premises. This Memorandum of Lease is not intended to supplement or amend the Lease, and shall not
be used to contradict or interpret the Lease.
4. This Lease contains provisions providing for a new lease in the event the Lease
terminates in certain circumstances, and the new lease shall have a priority that is co -equal to the priority
of the Lease as represented by this Memorandum of Lease. All liens, security interests and other interest
in the Premises filed after the date hereof are filed subject to the provisions of any new lease.
5. NOTHING IN THE LEASE SHALL BE DEEMED OR CONSTRUED IN ANY
WAY AS CONSTITUTING THE CONSENT OR REQUEST OF DFW OR THE CITIES OF
)ALLAS AND FORT WORTH (COLLECTIVELY, THE "CITIES"), EXPRESS OR IMPLIED
BY INFERENCE OR OTHERWISE, TO ANY CONTRACTOR, SUBCONTRACTOR,
LABORER OR MATERIALMAN FOR THE PERFORMANCE OF ANY LABOR OR THE
FURNISHING OF ANY MATERIALS FOR ANY SPECIFIC ALTERATION, ADDITION,
IMPROVEMENT OR REPAIR THAT WOULD GIVE RISE TO THE FILING OF ANY LIEN
AGAINST THE ESTATE OR INTEREST OF DFW OR THE CITIES IN AND TO THE
PREMISES, NOR AS GIVING AMERICAN ANY RIGHT, POWER OR AUTHORITY TO
CONTRACT FOR OR PERMIT ANY RENDERING OF ANY SERVICES OR THE
FURNISHING OF ANY MATERIALS THAT WOULD GIVE RISE TO THE FILING OF ANY
LIEN AGAINST THE ESTATE OR INTEREST OF DFW OR THE CITIES IN AND TO THE
PREMISES. NOTICE IS HEREBY GIVEN THAT DFW AND THE CITIES SHALL NOT BE
LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE
FURNISHED TO AMERICAN, OR TO ANYONE HOLDING THE PREMISES THROUGH OR
UNDER AMERICAN, UPON CREDIT AND THAT NO MECHANIC'S OR OTHER LIEN FOR
SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE
ESTATE OR INTEREST OF DFW AND THE CITIES IN AND TO THE PREMISES.
IN WITNESS WHEREOF, the persons whose names appear below have affixed their signatures
hereto on behalf of their respective principals as of the dates shown.
[Signatures and acknowledgements on the following pages.]
DALLAS / FORT WORTH INTERNATIONAL AMU My 1 BOARD
By:
Sean Donohue
Chief Executive Officer
Dated as of: December 17, 2415
AMERICAN AIRLINES, INC.,
a Delaware corporation
By:
Timothy Skipworth
Vice President Airport Affairs and Facilities
Dated as of: December 17, 2015
Approved as to form:
Legal Counsel for the Airport Board
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned Notary Public, on December , 2015, personally appeared
Sean Donohue, known to me to be the person whose name is signed above on behalf of the DaIlaslFort
Worth International Airport Board, and acknowledged that the above Memorandum of Lease is a true and
correct memorandum of the Lease described herein and that he is authorized to execute this Memorandum
of Lease.
Notary Public, State of Texas
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned Notary Public, on December . 2015, personally appeared
Timothy Skipworth, known to me to be the person whose name is signed above on behalf of American
Airlines, Inc., a Delaware corporation, and acknowledged that the above Memorandum of Lease is a true
and correct memorandum of the Lease described herein and that he is authorized to execute this
Memorandum of Lease.
Notary Public, State of Texas
City of Fort Worth, Texas
Mayor and Council Communication
DATE: Tuesday, November 10, 2015
LOG NAME: 17ED PROJECTSERVERFARM
REFERENCE NO.: C-27526
SUBJECT:
Authorize Execution of an Economic Development Program Agreement with American Airlines, Inc., and
Tax Abatement Agreement with American Airlines, Inc., and the Dallas/Fort Worth International Airport
Board for Construction of a Corporate Headquarters on Property at Dallas -Fort Worth International Airport
t_ocated Within the City of Fort Worth (COUNCIL DISTRICT 5)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute an Economic Development Program Agreement with American
Airlines, Inc., and a Tax Abatement Agreement with American Airlines, Inc., and the Dallas/Fort Worth
International Airport Board for development of a corporate headquarters facility on property at Dallas -Fort
Worth International Airport located within the City of Fort Worth; and
2. Find that the terms and conditions of the Economic Deveiopment Program Agreement, as outlined
below, constitute acustom-designed Economic Development Program, as recommended by the 2015
Comprehensive Plan and authorized by Chapter 380 of the Texas t_ocal Government Code.
DISCUSSION:
American Airlines, Inc. (American), intends to invest $350 million in real property improvements and
business personal property by December 31, 2019 for the development of a new corporate headquarters
on property at Dallas -Fort Worth International Airport located entirely within the City of Fort Worth. A
minimum of $200 million of the total investment will be expended on real property improvements. Failure
to meet the real property investment is a condition of default and will result in immediate termination of
both Agreements.
Under the terms of the Agreements, American must spend a minimum of $50 million of its hard
construction costs with Fort Worth contractors and a minimum of $25 million of its hard construction costs
with contractors that are Fort Worth certified Minority/Women-Owned Business Enterprises
(M/WBE). American must also maintain a minimum of 4,279 full-time equivalent jobs at the site as of
December 31, 2019 and at least 400 of those jobs must be held by Fort Worth residents. In addition,
American must spend at least $750,000.00 in annual discretionary service and supply expenditures with
Fort Worth contractors and a minimum of $350,000.00 of annual discretionary service and supply
expenditures with contractors that are Fort Worth certified M/WBE.
In return, the City will abate a maximum of between 75 percent and 90 percent of the incremental real and
personal property taxes from the site for a period of one year. After the one-year tax abatement, the City
will then pay American 14 additional annual Economic Development Program Grants, as authorized by
Chapter 380, Texas Local Government Code. The maximum amount of each annual Program Grant will
equal between 75 percent to 90 percent of the incremental real and personal property taxes from the
Logname: 17ED PROJECTSERVERFARM Page 1 of 4
site. The exact maximum percentage will be determined in accordance with the amount of (i) incremental
real property tax revenues from the land that were received by the City for the previous tax year; and (ii)
personal property tax revenues from New Taxable Tangible Personal Property that were received by the
City for the previous tax year, as more specifically outlined in the charts below. American must meet
specific construction spending, annual employment and annual supply and service spending commitments
in order to achieve the maximum amount of potential incentive for each Program Grant.
The maximum potential incentive for any given year applied to the first $100 million of appraised value of
real and personal property at the site is 75 percent of the City ad valorem real and personal property taxes
and will be based on the corresponding commitments in Table 1:
Property Owner or Company Commitment
Potential
ncentive
- --
Real and Personal Property Investment (Base Commitment)
5 Percent
Fort Worth Contractors
7.5 Percent
Fort Worth M/UVBE Contractors
.5 Percent
Overall Employment
Up to15
Percent
_
Employment of Fort Worth Residents
Up to
5 Percent
_
Utilization of Fort Worth Companies for Services and Supplies
Up to 7.5
Percent
Utilization of Fort Worth M/WBE Companies for Services and
Up to 7.5
Supplies
Percent
TOTAL
75 Percent
The maximum potential incentive for any given year applied to the appraised value of between $100
million and $200 million is 80 percent of the City ad valorem real and personal property taxes and will be
based on the corresponding commitments in Table 2:
Property Owner or Company Commitment
Potential
Incentive
Real and Personal Property Investment (Base Commitment)
30 Percent
Fort Worth Contractors
7.5 Percent
Fort Worth M/WBE Contractors
7.5 Percent
Overall Employment
15 Percent
Employment of Fort Worth Residents
5 Percent
Utilization of Fort Worth Companies for Services and Supplies
.5 Percent
Utilization of Fort Worth M/WBE Companies for Services and
Supplies
TOTAL
7.5 Percent
80 Percent
The maximum potential incentive for any given year applied to the appraised value of between $200
million and $300 million is 85 percent of the City ad valorem real and personal property taxes and will be
based on the corresponding commitments in Table 3:
Logname: 17ED PROJECTSERVERFARM Page 2 of 4
OOverall Employment _ ( 15 Percent
- -- _ ----
Employment of Fort Worth Residents _ 5 Percent
Utilization of Fort Worth Companies for Services and Supplies 7.5 Percent
Utilization of Fort Worth M/WBE Companies for Services and 7.5 Percent
AL i 85 Percent
The maximum potential incentive for any given year applied to the appraised value of more than $300
million is 90 percent of the City ad valorem real and personal property taxes and will be based on the
corresponding commitments in Table 4:
Property Owner or Company Commitment � Potential
Incentive
_ �.��
Real and Personal Property Investment (Base Commitment) 40 Percent _
Fort Worth Contractors _ __ 7.5 Percent
Fort Worth M/WBE Contractors 7.5 Percent
Overall Employment 15 Percent
__ -
'Employment of Fort Worth Residents � 5 Percent
'Utilization of Fort Worth Companies for Services and Supplies 7.5 Percent
Utilization of Fort Worth M/WBE Companies for Services and 7.5 Percent
(Supplies _ I ___
OTAL 90 Percent
The Dallas/Fort Worth International Airport Board will be a party to the Tax Abatement Agreement. Staff
recommends that the City Council authorize the City Manager to execute the Tax Abatement Agreement
and Economic Development Program Agreement in accordance with the terms and specifications set forth
above.
This project is located in COUNCIL DISTRICT 5.
FISCAL INFORMATION /CERTIFICATION:
The Financial Management Services Director certifies that approval of the above recommendation will
have no material effect on the Fiscal Year 2016 budget. Upon approval, the impacts of this Incentive
Agreement will be included in the long-term financial forecast.
FUND IDENTIFIERS (FIDs):
TO
Fund
Department
ccoun
Project
Program
ctivity
Budget
Reference #
moun
ID
ID
Year
Chartfield 2
FROM
Fund
Department
ID
ccoun
Project
ID
Program
ctivity
Budget
Year
Reference #
Chartfield 2)
moun
CERTIFICATIONS:
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
Jay Chapa (6116)
Robert Sturns (2663)
Robert Sturns (2663)
Logname: 17ED PROJECTSERVERFARM
Page 3 of 4
ATTACHMENTS
1. American Airlines Headquarters Map.pdf (Public)
Logname: 17ED PROJECTSERVERFARM Page 4 of 4