HomeMy WebLinkAboutContract 17329 �?i. G1 .
MASTER AGREEMENT FOR AMERICAN AIRLINES MAINTENANCE BASE
This Master Agreement for American Airlines Maintenance Base
(the "Agreement." ) is entered into this jL#vday of August, 1989, by
and among THE CITY OF FORT WORTH, TEXAS (" City" ), a Texas home-
rule municipal corporation, AMERICAN AIRLINES, INC. ("American" ),
a Delaware corporation, ALLIANCE AIRPORT, LTD. ("Alliance" ) , a
Texas limited partnership, HILLWOOD/1358, LTD. (" Hillwood" ) , a
Texas limited partnership, HILLWOOD DEVELOPMENT CORPORATION
( " Developer" ) , a Texas corporation, and ALLI ANCEAI RPORT
AUTHORITY, INC. (" Corporation" ) , a Texas non-profit industrial
development corporation.
Recitals
American is a certificated common carrier engaged in the
business, among other things, of operating a major scheduled
passenger airline service throughout the United States and other
parts of the world. As a part of its airline operations American
currently maintains and operates a fleet of over 500 airplanes
and expects the size of its fleet to increase substantially in
the future.
City is a Texas home-rule municipality which is currently
engaged in the development of an airport commonly referred to as
Alliance Airport (the "Airport" ) in the northern portion of the
City on land dedicated to the City for such purpose by Seller.
Among the City' s intentions in developing the Airport is to spur
industrial and other compatible development in the northern
a portion of the City and adjacent areas so as to enhance
employment opportunities and otherwise enhance the economic
vibrancy of the Fort Worth, Texas, area.
Alliance and Hillwood (collectively herein referred to as
the " Seller" ) own certain real property located in Denton County,
Texas, in the general vicinity of the Airport.
American desires to arrange for the development of a major
aircraft maintenance facility for use by American in the
maintenance and repair of its aircraft fleet as well as for
potential use for maintenance of aircraft owned by others (either
affiliates of American or third parties ) . Seller and the City
have proposed that such facility be located on the Land (as
hereinafter defined) so as to make use of the Airport. Based
upon the covenants set forth herein, American has determined that
the Land is an appropriate location for such facility.
The facilities contemplated to be located upon the Land and
used by American are expected to result in a significant increase
in the work force in the City and to create other substantial
benefits to both the City and the Seller. American acknowledges
that it will receive substantial benefits in locating the Project
on the Land due to recently enacted legislation, the tax and
financing assistance to be provided by the City, the commitment
of Developer to enter into the CFA' s (as hereinafter defined) ,
and the other covenants of the City, Seller, and Developer as set
forth herein.
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To induce American to locate its facility at the Airport,
both the City and Seller have made various commitments to
American. The parties now desire to document the exact nature of
such inducements and specify exactly the actions agreed upon and
required to be taken to implement such inducements and have
entered into this Agreement for such purposes.
Agreements
NOW, THEREFORE, for good and valuable consideration flowing
from. each of the parties hereto to the other, the receipt and
sufficiency of which are hereby acknowledged and confessed by the
respective parties hereto, the parties have agreed, and do hereby
agree, as follows:
ARTICLE I
General References
1. 01. Definitions. Except where otherwise specified
herein or the context otherwise requires, the. following terms
shall have the following meanings whenever used herein with their
respective initial letters capitalized:
(a) "Access Taxiway" means that certain taxiway which
will be developed to provide direct access for aircraft from
the Airport to the Land.
(b) " Bonds" means bonds or other obligations which may
be issued by the City or by the Corporation on behalf of the
City to finance the acquisition of the Land, the
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construction of the Improvements, the acquisition of
Equipment, the costs of issuance of such bonds, and related
costs.
(c) 11 CFA" has the meaning given such term in
Section 3. 05.
(d) " Corporation" means AllianceAirport Authority,
Inc. , a Texas non-profit industrial development corporation
created by the City pursuant to the Development Corporation
Act of 1979, as amended, Vernon' s Ann. Civ. St. art. 5190. 6.
(e) " Dedication Deed" means that certain Dedication
Deed dated May 24, 1988, recorded at Volume 9279, Page 388
of the Deed Records of Tarrant County, Texas, and Volume
2382, Page 209, of the Deed Records of Denton County, Texas,
executed by Seller and conveying to the City a parcel of
property containing approximately 381 acres of land on which
the Airport is being developed.
(f) " Equipment" means, collectively, all fixtures,
furniture, equipment and other items of tangible personal
property (other than inventory and supplies ) that American
may elect to locate and use upon the Land, whether
incorporated or not incorporated into the Improvements, in
connection with its use of the Land and related facilities.
(g) " Improvements" means such buildings and other
improvements of a permanent nature which American may elect
to develop, or cause to be developed, on the Land to serve
its needs.
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(h) " Infrastructure" means, generally, the various
streets, utilities, and similar matters, including, without
limitation, the Access Taxiway, intended to serve the
Project as described herein.
(i ) " Land" means that certain tract or parcel of
property containing approximately [202 acres ] ( +/-) located
adjacent to the Airport generally as indicated on the Site
Plan (hereinafter defined) and as more fully described on
Exhibit "All attached hereto and made a part hereof for all
purposes.
(j ) " Land Contract" has the meaning given to such term
in Section 2. 01.
(k) " Lease" means the lease contemplated to be entered
into between American and the Corporation in connection with
the issuance of the Bonds, as more fully described in
Section 7. 02 hereof.
(1 ) " Option Land" means that certain tract or parcel
of property containing approximately 75 acres ( +/-) located
adjacent to the Land generally as indicated on the Site Plan
and as more fully described on Exhibit " B" attached hereto
and made a part hereof for all purposes.
(m) " Outside Dates" means any one of the respective
outside dates for progress and/or completion of the various
aspects of the Infrastructure as set forth on Exhibit " C"
and as more fully described in Section 3. 06 hereof.
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(n) Pro! ect" means, collectively, the Land, the
Improvements, and the Equipment.
(o) " Site Plan" has the meaning given to such term in
Section 1. 02.
1. 02. Site Plan. Attached hereto as Exhibit " D"
and incorporated herein by this reference is a schematic
general plan (the " Site Plan" ) for the Land and the
surrounding area. The Site Plan is included herein for
general reference purposes only; it is fully understood by
the parties that numerous aspects of the Site Plan may be
changed over time and that the final development within the
area indicated on the Site Plan may (and probably will ) be
substantially different than that indicated on the Site Plan
(however, the various aspects of Infrastructure covered by
the CFA' s shall not be modified except as permitted hereby) .
Nevertheless, the Site Plan does indicate the frame of
reference of the parties in the negotiation of this
Agreement. In certain instances where matters indicated on
the Site Plan (such as the location of certain streets ) are
intended to be contractual in nature and an obligation of
one or more parties hereto, specific provisions to that
effect are included herein.
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ARTICLE II
Transactions Related to the Land
2. 01. Transfer to American. Contemporaneously with the
negotiation of this Agreement, Seller and American have entered
into a Contract of Sale (the " Land Contract" ) pursuant to which
Seller has transferred or expects shortly to transfer fee simple
title to the Land to American.
2. 02. Alliance' s Right to Acquire Land. As more fully
described in Article VII hereof, the parties anticipate that
American will transfer the Land (and any then existing
Improvements ) to the Corporation and enter into the Lease with
the Corporation. Alliance has certain rights to purchase the
Land and Improvements from American as set forth in a certain
Right of First Opportunity Agreement executed or to be executed
by American and Alliance simultaneously with the Land Contract.
Such Right of First Opportunity Agreement generally provides that
it will not be applicable to any transfer of the Land (and/or
then existing Improvements ) (i ) from American to the Corporation,
or (ii ) from American or the Corporation to the City or any other
public authority. Such Right of First Opportunity will, to the
maximum extent permitted by law, apply to a transfer from the
Corporation, the City, or any other public authority to a third
party and in any event such rights will survive any such
transfers and will be binding upon any private third party who
may acquire the Land and/or Improvements from the Corporation,
the City, or other public authority. A copy of the Right of
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First Opportunity -Agreement is attached hereto as Exhibit " E" and
reference is hereby made to such agreement for a definitive
description of the rights of Alliance thereunder.
2. 03. Option -Land. Simultaneously with the transfer of
the Land by Seller to American, Seller has granted or expects to
grant to American an option to purchase the Option Land. The
option agreement with respect to the Option Land contains a First
Opportunity Agreement comparable to the agreement affecting the
Land, which First Opportunity Agreement with respect to the
Option Land is attached hereto as Exhibit 'IF" for reference
purposes.
ARTICLE III
Infrastructure
3. 01. Temporary Facilities.
(a) Simultaneously with the conveyance of the Land to
American by Seller, Seller has granted to American certain
private easements to provide construction and other access to the
Land. The public does not have any rights under such easements.
American, at its expense, shall have the responsibility of
providing such temporary roadways and utilities as it deems
necessary subject to the provisions of such easements.
(b) In addition to such private easements granted to
American by Seller for temporary access to the Land, the City
agrees that American shall have the right to use the area
generally as indicated on Exhibit 11G " attached hereto (such area
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being currently in the process of dedication as a public right of
way) for temporary access from the end of Harmon Road (as
extended on a temporary basis by such private easements granted
by Seller) around the north end of the Airport runway to the Land
until at least such time as the proposed Heritage Parkway
currently under construction between Keller-Haslett Road and the
proposed Alliance Boulevard has been completed and is available
for use by American. Thereafter American may continue to use
such temporary access area so long as such use does not interfere
with Airport operations or other use of the area by the City.
American acknowledges that the exact location of such temporary
accessway may be adjusted from time to time as necessary to
accommodate other construction in the area, so long as a usable
accessway is available for American' s use somewhere within such
general area for at least the minimum time period provided above.
3. 02. Permanent Access. (a) Subject to the provisions
of subsection 3. 02 (b) and Section 9. 01 hereof, the City shall use
its best efforts to complete, or cause to be completed, on or
before October 1, 1990, the following permanent streets and roads
to serve the Land:
(i ) Eagle Parkway from Interstate 35W to F. M. 156
shall be completed as a boulevard in accordance with the
specifications and requirements therefor set forth in the
CFA relating to Eagle Parkway. Eagle Parkway will include a
crossing of the Atchison, Topeka and Santa Fe Railway
Company tracks and an intersection with F. M. 156 so that
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access is provided from Eagle Parkway. onto F. M. 156. The
City shall take all steps necessary to obtain an easement
and license from said railway company to construct and
permit the use of such railway crossing.
(ii ) Alliance Boulevard shall be completed as a
boulevard from Interstate 35W to the proposed Heritage
Parkway in accordance with the specifications and
requirements therefor set forth in the CFA relating to
Alliance Parkway.
(iii ) Heritage Parkway shall be completed as a boulevard
from the proposed Eagle Parkway south to the proposed
Alliance Boulevard and from the proposed Alliance Boulevard
south to Keller-Haslett Road in accordance with the
specifications and requirements therefor set forth in the
CFA' s relating to the respective portions * of Heritage
Parkway.
(iv) Avion Road shall be completed as a collector
street from the proposed Heritage Parkway to the proposed
Interstate Highway - 35W west frontage road in accordance
with the specifications and requirements therefor set forth
in the CFA relating to Avion Road.
The above-described streets and roads shall be developed in the
locations therefor as shown in the respective CFA' s. Any
modification of such locations and/or the specifications or other
requirements applicable thereto shall be subject to the approval
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of American, Seller, and the City. For purposes hereof
" completed" means that the applicable street or road, including,
where applicable, all utility services located or intended to be
located therein (a) has been physically completed in substantial
accordance with (i ) the requirements with respect to such street
or road set forth herein (including applicable exhibits ) , and
(ii ) all applicable City or other governmental requirements
applicable thereto, including, without limitation the City' s
Policy for the Installation of Community Facilities, (b) is
located in a right-of-way or easement that has been permanently
dedicated to the City as a public right-of-way or easement in
accordance with all applicable City and other governmental
requirements, including platting requirements, (c) has passed all
necessary inspections or other permitting or review processes,
and (d) has been accepted by the City for public maintenance.
(b) American recognizes that the portions of the
proposed Eagle Parkway and the proposed Alliance Boulevard
extending eastward from the proposed Heritage Boulevard to
Interstate 35W will be unusable prior to completion of the
interchanges described in Section 3. 09 below. Accordingly,
notwithstanding the foregoing provisions, the required completion
dates of such portions of Eagle Parkway and Alliance Boulevard
shall be the date on which the respective interchanges to which
they connect are opened for use.
3. 03. Permanent Utilities. (a ) Subject to the
provisions of subsection 3. 03 (b) and Section 9. 01 hereof, the
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City shall use its best efforts to complete, or cause to be
completed, on or before October 1, 1990, installation of the
permanent utility service for water, sanitary sewer, and storm
sewer service to the Land in accordance with the respective
CFA' s.
(b) To the extent that such utility work is not
required to permit the function of utility service, including
storm drainage, to the Land or the Option Land, the utility
improvements within the portions of the proposed Eagle Parkway
and the proposed Alliance Boulevard described in Section 3. 02 (b)
above may be deferred and completed contemporaneously with such
roadways. Any utility services, including storm drainage,
located within such areas and necessary to the proper function of
utility service to the Land and/or the Option Land shall be
completed on or before the date specified in subsection 3. 03 (a)
above without regard to the required date of completion of
roadways within which utility service will be located.
3. 04. TRA-Sewer Service. City hereby represents and
warrants that it has entered into an agreement with the Trinity
River Authority of Texas (" TRAII ) pursuant to which TRA has
committed to provide such trunk lines, wastewater treatment
facilities, and related facilities and capacity so as to permit
construction, connection, and operation of the sanitary sewer
service required to be delivered by the City to the Land
hereunder, that such agreement is, to the best of the City' s
knowledge, in full force and effect and has not been withdrawn or
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amended. The foregoing shall not be deemed to limit or diminish
the City' s responsibilities and obligations hereunder with
respect to the provision of the required sanitary sewer service
to the Land, and no default or other failure of performance by
TRA under its agreements with the City shall excuse the City from
its obligations to American hereunder with respect to the
provision of sanitary sewer service to the Land.
3. 05. Community Facilities Agreements.
(a) American acknowledges that the City has entered
into, or intends to enter into, the following Community Facility
Agreements (11 CFA' s" ) with Developer, an affiliate of both
Alliance and Hillwood, pursuant to which Developer has the right
to develop and construct (and, as between City and Developer,
will pay for material portions of) certain aspects of the
Infrastructure which, under this Agreement, are the
responsibility of the City:
Eagle Parkway Community Facilities Agreement by
and between Developer and the City, a copy of
which is attached hereto as Exhibit " H-1" .
Heritage Parkway Community Facilities Agreement
by and between Developer and City (covers
proposed Heritage Parkway from proposed Eagle
Parkway south to proposed Alliance
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Boulevard) , a copy of which is attached
hereto as Exhibit " H-2" .
Alliance Boulevard Community Facilities Agreement
by and between Developer and City, a copy of
which is attached hereto as Exhibit " H-3" .
Avion Road Community Facilities Agreement by and
between Developer and City, a copy of which
is attached hereto as Exhibit " H-4" .
Community Facilities Agreement #16434 (Heritage
Parkway) dated May 24, 1988, by and between
Developer and City (covers a portion of
Heritage Parkway from proposed Alliance
Boulevard south to Keller-Haslett Road), a
copy of which is attached hereto as
Exhibit " H-5" .
Community Facilities Agreement #16477 (Heritage
Parkway) dated June 17, 1988, by and between
Developer and City (covers a portion of
Heritage Parkway from proposed Alliance
Boulevard south to Keller-Haslett Road) , a
copy of which is attached hereto as
Exhibit " H-6" .
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The work to be carried out under the CFA' s is all of the street,
road, and utility work described in Sections 3. 02 and 3. 03 above.
(b) Developer hereby covenants and agrees to use its
best efforts to satisfy the completion dates for the necessary
street, road, and utility work provided for in Sections 3. 02 and
3. 03, which covenant and agreement is hereby incorporated into
the applicable CFA' s and forms a part thereof as if fully set
forth therein. To the extent of any inconsistency between the
terms of the CFA' s and the provisions of the foregoing
Sections 3. 02 and 3. 03, the requirements of Sections 3. 02 and
3. 03 shall control. While this Agreement shall be deemed to
constitute an amendment to the CFA' s, upon the request of any
party hereto the City and Developer shall enter into a separate
supplement to the CFA' s incorporating such provisions.
(c) By its execution hereof Developer hereby exercises
the rights and options granted to it under the respective CFA' s
(other than CFA' s #16477 and 16434, as to which elections have
previously been made and are not affected hereby) and
acknowledges that Developer will perform all of the work (and/or
let its own contracts for the performance of the work)
contemplated by the respective CFA' s.
(d) City hereby agrees with American (and Developer
hereby acknowledges and, to the extent necessary for the
effectiveness thereof, consents ) as to the following:
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(i ) American (or its designated representatives ) shall
have the right from time to time to inspect or review the
progress and/or test the quality of construction and
development of the Infrastructure work on-site; provided
that in the exercise of such rights American shall not
unreasonably interfere with the prosecution of such work.
(ii ) American (or its designated representatives ) shall
have the right to review and (subject to American bearing
copying costs in the case of voluminous materials ) receive
copies of any reports or other information provided to the
City by Developer or any of its contractors or
subcontractors in connection with the work contemplated
under the CFA' s.
(iii ) City shall advise American in advance of any
non-routine meetings or conferences between City and
Developer with respect to the progress of the Infrastructure
work or unusual problems encountered with respect thereto
and American may, at its election, be represented at such
meetings. City shall further advise American in advance at
any time that Developer requests to withdraw collateral
pledged as security for its obligations under any CFA and
will seek American' s input (and give due consideration
thereto) prior to approving any such request for withdrawal
to the extent such approval is required under the applicable
CFA.
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(iv) City agrees to give appropriate consideration to
any information, input, and/or requests for action that
American may make to the City in the event American advises
the City that American believes progress on the work
contemplated by the CFA' s is not proceeding in an
expeditious manner or otherwise in accordance with the
CFA' s. However, so long as no " Outside Date" has been
missed and American has not exercised its rights to take
over construction of any item of Infrastructure in question
as provided in Section 3. 06 below American or its
representatives shall not give instructions or directions
directly to the Developer or its contractors with respect to
the Infrastructure.
(v) In the event American becomes entitled to elect,
and in fact elects, to take over the prosecution of any item
of Infrastructure work as to which an Outside Date has been
missed, as provided in Section 3. 06 below, then City shall
assign to American City' s rights under the CFA' s to the
extent necessary to permit American to exercise its rights
and remedies thereunder. Without limitation, in appropriate
circumstances such assignments may include the right,
subject to the provisions of Sections 3. 06 (b) (ii ) and (d)
below, to recover from Developer costs incurred with respect
to the Infrastructure work undertaken by American (which
Developer agrees shall, in those circumstances, be due and
payable by Developer to American to the same extent as if
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City had taken over such work as a result of a default by
Developer under the CFA and had itself performed the work
and/or incurred the costs in question) and/or the right to
receive proceeds of the collateral pledged by Developer as
security for its obligations under the CFA' s. City shall
cooperate as reasonably necessary to draw upon such
collateral to pay, or reimburse American for, costs incurred
by American in carrying out such work, subject to the
provisions of Section 3. 06 (b) (ii ) and (d) below; provided
that City and American agree that Developer shall be
presented with an invoice for such costs and will be given
five ( 5 ) days within which to pay such costs before the
proceeds of any collateral is drawn upon for the necessary
funds. Any failure by Developer to pay such invoiced
amounts within such five ( 5 ) day period shall constitute an
" Event of Default" under the applicable pledge agreement.
3. 06. Outside Dates.
(a) Exhibit " C', attached hereto sets forth a schedule
of progress and/or completion dates (the " Outside Dates" ) for
various aspects of the Infrastructure work described in this
Article III which, if not met, will likely cause substantial
damage and hardship to American, by delaying the practical
utilization of the Project by American. Such schedule is not
intended as an indication of a desirable, or even acceptable,
schedule of progress or completion, but rather sets forth outside
dates which, if not met, will -permit (but not obligate) American
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to exercise the specific rights set forth in paragraph (c) below.
Except as provided in Section 3. 07 below, nothing in this
paragraph shall be deemed to limit American' s rights or remedies
for any other breach of this Agreement. The outside Dates are
not subject to extension for force majeure.
(b) In the event that any outside Date is not met with
respect to ' any item of Infrastructure described in. this
Article III for any reason whatsoever, and without regard to
fault of any person, American shall have the following rights (in
addition to any other rights or remedies which may be available
to American as a result of any facts or circumstances which may
have caused the Outside Date not to be met with respect to the
matter in question, subject to the provisions of Section 3. 07
below) :
(i ) American may, if it so elects, take over the
construction of the item of Infrastructure in question,
including, at American' s option, cancelling or assuming
any existing contracts which may have been let by
either the City or Developer in connection therewith.
If American so elects, any costs or expenses incurred
under any then existing contracts which American may
cancel shall be borne by the City or Developer
(whichever was a party to the contract in question) ,
subject to the provisions of Section 3. 06 (d) below.
(ii ) All actual, necessary, and reasonable
construction costs or expenses incurred by American in
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completing the Infrastructure in question shall be paid
by the City, subject to the provisions of Section
3. 06 (d) below; provided, however, that the foregoing
shall not be deemed to limit or expand any rights or
remedies which the City may have against Developer
pursuant to the applicable CFA (or, where applicable,
the rights of American against Developer to the extent
the City has assigned its rights under the CFA' s to
American pursuant to Section 3. 05 (d) (v) above) . City
agrees that the collateral established by Developer
securing the applicable CFA will be applied by the City
to pay such costs (and credited against amounts
otherwise payable by Developer under the applicable
CFA) but such application shall not limit the
obligations of City and/or Developer to pay all amounts
owed by such party as provided in the applicable CFA,
subject to the provisions of Section 3. 06 (d) below.
Any " general and administrative" or " overhead" costs of
American included in such construction costs shall not
exceed amounts for such items customarily incurred with
respect to projects of the type in question by
reputable contractors and owners in the Fort Worth,
Texas, area.
(c) Developer acknowledges and consents to the
foregoing schedule of Outside Dates, as applicable to the
portions of the Infrastructure work to be performed and/or paid
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for (in part) by Developer under the applicable CFA' s. Developer
further understands and agrees that if an Outside Date is not met
for any reason (whether or not Developer is at fault) , then
American may take over construction or completion of one or more
items of the Infrastructure work and Developer shall be obligated
to pay costs incurred in connection with such construction and
completion to the extent provided in the applicable CFA, subject
to the provisions of Sections 3. 06 (b) (ii ) and (d) herein (such
obligation to bear such costs being Developer' s sole obligation
under such circumstances as provided in Section 3. 07 below) .
Developer agrees to enter into an appropriate supplemental
agreement among the City, Developer, and the holder of the
collateral posted by Developer under the CFA' s (currently NCNB
Texas National Bank) pursuant to which all such parties
acknowledge (i ) that City may assign its rights in such
collateral to American as provided in Section 3. 06 (d) (v) hereof,
(ii ) that the failure of Developer to make a payment to American
as provided in Section 3. 05 (d) (v) shall constitute an " Event of
Default" under the pledge agreement relating to the
Infrastructure work in question, and (iii ) that the City and/or
the collateral holder is authorized to provide information
regarding the collateral to American (notwithstanding the
provisions of the pledge agreement prohibiting disclosure of
information with respect thereto) .
(d) Notwithstanding that pursuant to this Section 3. 06
American is entitled to exercise certain rights and remedies when
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an Outside Date is missed without regard to fault or the reason
for such date being missed, (including circumstances where the
act or omission of American or its affiliates or their agents,
employees, or contractors may be fully or partially the cause of
the delay in question) American shall be liable in damages to
City or Developer to the extent that the City or Developer incurs
extra costs in connection with the Infrastructure work to the
extent that the acts or omissions of American or its affiliates
or their agents, employees, or contractors are the full or
partial cause of an outside Date being missed. Specifically, if
any such Outside Date is missed due partially or fully to an act
or omission of American or its affiliates or their agents,
employees or contractors, Developer shall have no obligation to
pay any costs related to the Infrastructure work in excess of the
amount of any costs that Developer would have incurred in the
absence of such act or omission of American or its affiliates or
their agents, employees, or contractors.
3. 07 Limitation of Developer' s Liability. Anything in this
Agreement to the contrary notwithstanding, the sole and exclusive
liability of Developer or Seller with respect to the
Infrastructure work shall be the obligations of Developer to pay
certain construction costs as set forth in the CFA' s. In no
event shall Seller or Developer have any liability or
responsibility for or with respect to any hardship or
consequential damages, costs, or expenses incurred or realized by
the City or American as a result of any failure of the Outside
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Dates to be met (other than its obligation to bear, without
limitation as to amount except as provided in Section 3. 06 (b) (ii )
and (d) above, certain costs of construction or completion as
contemplated in the CFA' ) or as the result of any failure or
delay of the City in the performance of any of its obligations
under this Agreement.
Further, neither Seller nor Developer shall have any
responsibility or liability of any nature with respect to any
breach by the City or American of their respective covenants
under this Agreement.
3. 08 Access Taxiway. On or before July 1, 1991, the City
shall complete and open for use by American and other users
thereof, the Access Taxiway from the Alliance Airport main runway
and taxiway areas extending eastward along the south boundary
line of the. Land in substantially the location indicated on The
Site Plan. The Access Taxiway shall, at a minimum, be of a
sufficient width and capacity to comply with all applicable
Federal Aviation Agency requirements for the use and operation
thereon of aircraft at least equivalent in size to the Boeing
747-400. The actual width of the Access Taxiway shall be 300
feet, but American and Alliance shall each grant clearance
easements ten feet in width across their respective properties
adjacent to the Access Taxiway so as to provide the necessary 320
foot clearance for Boeing 747-400 operations. The City shall
build the Access Taxiway in such a manner as to maximize use of
it for aircraft access to the Airport. For purposes hereof the
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Access Taxiway shall be deemed completed when (a) it has been
physically completed in accordance with the foregoing
requirements, (b) the area on which the Access Taxiway is located
has been permanently dedicated as an " access taxiway" as
contemplated by City Ordinance No. 10113, including satisfactory
completion of all applicable platting requirements, (c) the
Access Taxiway has been accepted for permanent maintenance by the
City, and (d) all necessary approvals of the Federal Aviation
Agency or other applicable governmental authorities for use of
the Access Taxiway have been obtained. Alliance hereby agrees to
dedicate to the City, at no cost, the right-of-way for the Access
Taxiway when requested to do so by the City and shall grant the
above-described ten foot clearance easement on its adjacent
property at the same time.
3. 09. IH-35W Interchanges /Frontage Road. The City
represents and warrants to American that the Texas State
Department of Highways and Public Transportation (" Highway
Department" ) has issued minute order #89068 pursuant to which the
Highway Department has agreed to proceed with the construction
of interchanges at the intersection of Interstate Highway 35W
(IIIH-35W" ) and Park Vista Boulevard (now to be known as Eagle
Parkway) and IH-35W and Alliance Boulevard, as well as the
associated IH-35W frontage roads. City agrees to promptly
proceed to satisfy all of the requirements and conditions to be
satisfied by the City pursuant to such minute order (including,
but not limited to, payment of applicable portions of costs for
24
non-donated right-of-way and provision of environmental
clearances, plans, and cost estimates ) so as to permit the
Highway Department to construct such interchanges and frontage
roads as soon as reasonably practicable. Further the City and
Seller, but at no expense to Seller, hereby agree and covenant to
cooperate fully with American and to take such actions as may be
within their reasonable control to the end that the Alliance
Boulevard and Eagle Parkway interchanges creating direct access
to the Land from Interstate Highway 35W, as well as the
associated frontage roads adjacent to IH-35W from Eagle Parkway
to Keller-Haslett Road as contemplated in the Highway Department
minute order, will be completed at the earliest possible time.
ARTICLE IV
Tax Abatement and Related Matters
4. 01. City Agreement. The City agrees to enter into
three ( 3 ) tax abatement agreements with American (and, in the
case of the agreement relating to the proposed Phase III of the
Project, Seller) in form and substance reasonably satisfactory to
the City and American (as well as Seller, with respect to the
agreement to which it is a party) pursuant to which all real
property and personal property ad valorem taxes levied by the
City with respect to the Land or any improvements from time to
time located thereon or any personal property or equipment of any
kind from time to time located thereon are abated for the maximum
period permissible by state law. Such agreements shall be
25
entered into prior to September 1, 1989. The form of tax
abatement agreements to be entered into between the City and
American (and where applicable, Seller) are attached hereto as
Exhibits " 1-2" and 111-311 respectively and made a part
hereof for all purposes.
4. 02. Other Taxing Authorities. Further, the City shall
use its best efforts to obtain for the benefit of American, prior
to September 1, 1989, the identical tax abatement agreements from
Denton County, the Northwest Independent School District, Tarrant
County (to the extent Tarrant County has any taxing authority
over the Land or the Project) and all other applicable taxing
authorities including but not- limited to school districts, _
hospital districts, college districts having jurisdiction over
the Land or an thereof.
4. 03. City Acquisition. The City also agrees that if
the Corporation is the lessor and/or owner of the Project as
contemplated in the " Financing" section of this Agreement, then
upon the earlier to occur of (a) the final retirement of the
Bonds, or (b) the receipt by the City of a demand by American
made upon reasonable belief of American that all or any portion
of the Project may be subject to ad valorem taxes by the State of
Texas or any taxing unit therein, the City will cause the
Corporation to transfer its interest in the Project, subject to
the Lease and, if required under the applicable financing
documents, security interests in support of the Bonds, to the
City so that the City will own fee simple title to the Project.
26
The City agrees that under current law the City' s ownership of
the Project would render the Project exempt from ad valorem tax
under the current provisions of Section 25. 07 of the Texas Tax
Code. The City intends to allow American, at its option, to
cause the City to acquire such facilities, own them, and lease
them to American as contemplated in Section 25. 07. If at the
time of the transfer the present Texas Tax Code has been amended
so that the Project (or portions thereof) would not be exempt
from ad valorem tax under the contemplated ownership structure
but there is, at that time, an alternative structure of ownership
that could be instituted that would permit the Project (or
portions thereof) to be exempt from ad valorem tax, then the City
agrees that it will comply with all reasonable requests of
American to achieve such objectives.
4. 04. Freeport Implementation. Prior to September 1,
1989, the City will adopt such ordinances and related rules and
regulations as may be appropriate or necessary to implement and
make effective for the benefit of American " freeport" status for
its various items of inventory, supplies, aircraft, and/or other
items of tangible personal property which may be located at the
Project for a temporary period to the maximum extent permitted by
law in the event the State constitutional amendment contemplated
by S. J. R. 11 passed by the 1989 Texas legislature is approved by
the voters in November of 1989 (or at a subsequent date that any
similar constitutional amendment may be approved by the voters of
Texas ) . Such implementing ordinances and related matters shall
27
be approved by the City contemporaneously with the approval of
the tax abatement agreement and shall be in a form and substance
which reasonably satisfies American that it will receive the full
benefits available to under such constitutional provision, if
approved by the voters.
Article V
Operational Agreements
5. 01. Use Agreement/Waiver of Fees.
(a) On or before the date on which American commences
operations at the Project, American and the City shall enter into
a Use Agreement (the " Use Agreement" ) for the Airport in a form
reasonably satisfactory to American and the City. The Use
Agreement shall be coterminous . with the Lease and shall provide
for the payment by American of landing fees computed on a basis
no less favorable to American than that used to compute the
landing fees charged to other comparable users of the Airport,
which fees shall be adjusted from time to time as necessary to
assure that American' s landing fees are never computed on a basis
less favorable to American than the computation of landing fees
for other comparable users of the Airport. American shall not be
obligated to pay any other access fees, user fees, permit fees,
or any other costs or fees of any nature relating to the use of
the Airport. Without limitation of the generality of the
foregoing, the City specifically agrees that the Use Agreement
will contain a waiver of any fees for aircraft parking pursuant
28
to Section 3-11 (b) of the city code, as well as any and all other
fees or permit charges permitted to be levied by the City to
users of the Airport pursuant to City Ordinance No. 10113,
including the fuel flowage fee otherwise applicable to off-
airport self-fueling operations pursuant to Sec. 3-285 (f) of said
Ordinance.
(b) Seller acknowledges the foregoing arrangements
(including the waivers of fees otherwise contemplated in City
Ordinance No. 10113 ) and the other arrangements set forth in this
Agreement, and Seller agrees that neither the execution hereof
nor the performance by any party hereto of its duties and
obligations hereunder shall constitute an event which, with or
without notice and/or the passage of time, could constitute a
" Reversion Event" as defined in the Dedication Deed. Nothing in
this subparagraph (b) shall be deemed to constitute a waiver or
relinquishment of Seller' s rights of reverter upon the occurrence
of any Reversion Event described in the Dedication Deed and not
addressed in this Agreement.
5. 02. Completion of Airport. City hereby covenants and
agrees that the main runway, both taxiways, a temporary control
tower, and all navigation, instrument landing and/or other major
systems and equipment for the Airport will be fully operational
on or before May 23, 1990, such that the Airport can be used by
American and other users for its intended purposes. Without
limitation, all such construction shall be carried out in strict
accordance with the Airport Layout Plan approved by the Federal
29
Aviation Administration (" FAA" ) on May 3, 1988, and any revisions
thereto approved by the FAA and Seller so as to avoid the
applicability of the possibility of reverter set forth in the
Dedication Deed.
5. 03. Continuation of Airport Operations /Access. City
further hereby covenants that so long as American or any
successor or permitted assign continues to own, lease, or
otherwise have an interest and/or occupancy right in and to the
Land, the Option Land, or any portion of either of them:
(i ) the City will maintain and operate the
Airport and all material systems related thereto in
accordance with all applicable laws, rules, and
regulations governing the use of such airports,
including, but not limited to, all applicable FAA
. requirements, such that American and/or such successors
and permitted assigns will have the benefits of the
Project being immediately adjacent to a functioning
airport as required for the proper functioning of the
Project. The foregoing obligations to maintain and
continue operation of the Airport specifically include,
but are not limited to, operation and maintenance of
the Access Taxiway;
(ii ) the City will not terminate or modify the
access rights granted to the Land and the Option Land
pursuant to that certain Grant of Access Right executed
by the City granting permanent rights to the owners
30
and/or users of the Land and the Option Land to conduct
aircraft operations directly between the Land and/or
Option Land and the Airport; and
(iii ) the City will not take any action, create any
condition or situation, nor permit the taking of any
action or the existence of any condition or situation
which could result in the exercise by Seller of its
right of reverter with respect to the Airport as
contained in the Dedication Deed.
Article VI
Regulatory Arrangements
6. 01. Operating Environment.
(a) The Project American intends to develop on the
Land is a heavy industrial aircraft maintenance facility which,
to be effective and useful for its intended purposes, must be
available for use on a 24-hours per day, seven days per week
basis. Use of the Project by American will involve, among other
activities, take-off and landings of all types of aircraft,
maintenance run-ups and testing of aircraft engines, and other
activities which, by their nature, produce substantial amounts of
noise and vibration. American has made its determination to
locate the Project at the Airport in large measure because of
assurances by the City that the Airport will be and remain a
functioning airport in an area surrounded by other land uses
i
compatible with such use of the Land and the Option Land by
31
American or its permitted successors and assigns. The City
recognizes the importance of maintaining the character of the
area surrounding the Airport in a manner compatible with the
Airport and the need to avoid incompatible uses and has in fact
adopted its Ordinance No. 10078 creating an airport " overlay"
district to limit incompatible land usage in the general area of
the Airport.
(b) To further render the Airport and Project suitable
for American' s intended purposes the City agrees prior to
September 1, 1989, to amend Section 3-121 of the City Code so as
to exempt the Airport and the surrounding area (including the
Land and the Option Land) from the provisions thereof such that
maintenance run-ups of aircraft engines may legally be carried
out on the Land and/or the Option Land on a 24-hour per day
basis.
6. 02. Covenant Against Restrictions. As a material
inducement running to American with respect to its decision to
locate the Project at the Airport, the City hereby agrees, to the
maximum extent permitted by law, that it will not at any time in
the future adopt ordinances, laws, rules, or regulations of any
type that would be more restrictive on American' s operations on
the Land than those existing on the date hereof (as amended as
required by Section 6. 01 (a) above) . For purposes of this
Section 6. 02 and Section 6. 03 below, a change will be deemed to
be more restrictive if it causes either an elongation of the
elapsed time periods for the performance of aircraft maintenance
32
functions, place limits on the time of day or day of week at
which maintenance functions may be performed, or limits the
ability of American to perform particular maintenance functions
at the Project. The foregoing covenant is intended to
specifically include, without limitation, an agreement that no
limitations on 24-hour per day, seven day per week flight
operations from the Airport of all aircraft, no noise abatement
procedures for take-off and landings, and no other noise or
vibration restrictions will be enacted which would be applicable
to American' s operations and activities on the Land and/or the
Option Land. For purposes of this Section 6. 02 and Section 6. 03,
the City shall not be responsible to American for violation of
this Agreement if the City is mandated by federal or state or
county governmental agencies or authorities having jurisdiction
over the City to take such action. The City agrees that it will
not request that any such mandate be issued by any such agency or
authority and shall cooperate in all reasonable respects with
American to mitigate or reverse the effects of any such mandate
or prevent its effectiveness as to the Project.
6. 03. Agreements Applicable in the Event Regulatory
Environment is Changed by City. In the event the City takes any
action (including, but not limited to, the adoption of
ordinances, laws, or rules or regulations ) which has the effect
of being more restrictive upon American' s use or operation of the
Project and/or the Airport than those existing on the date hereof
(as amended as required by Section 6. 01 (a) above), then without
33
regard to whether such action constitutes a violation of Section
6. 02 above (and indeed without regard to the enforceability of
Section 6. 02 above) and without limitation upon any other right
or remedy which may be available to American in respect thereof,
the City and American have agreed, and do hereby agree, to the
following:
(i ) City shall pay to American from time to time
upon presentation of an invoice therefor and reasonable
supporting data an amount equal to all costs, expenses,
and damages suffered or incurred by American as a
result of such change in operational environment. Such
costs, expenses, and damages shall include, without
limitation, all incremental costs incurred by American
in performing maintenance work elsewhere that could
otherwise have been performed at the Project. American
shall not be entitled to receive payment under this
clause (i ) in any calendar year unless the aggregate
incremental costs for which American is entitled to
payment in such year is at least $200, 000.
(ii ) In entering into this Agreement the City
recognizes that American will be investing substantial
sums in the Project in reliance upon the existing
operating environment of the Airport and its continued
ability to make full use of the Project for its
intended purposes. Should material adverse changes be
made in the operating environment of the Airport as
34
contemplated in this Section 6. 03 the practical effect
to American would be as if the Project had been legally
condemned, but American would nevertheless remain
obligated on the Bonds (and American would be required
to find other quarters for its maintenance facilities
to maintain its fleet operations ) . Accordingly, the
City has agreed, that in the event (i ) the operating
environment at the Airport is materially changed as a
result of any action of the City, and (ii ) such change
has a material adverse effect upon American' s ability
to legally use the Project as contemplated herein
(i. e. , as a fleet maintenance base, including engine
run-ups and testing, on a 24-hour per day, seven days
per week basis without applicable _noise or vibration
restrictions ) , American may, if it so elects, treat
such change in operating environment as an inverse
condemnation of the Project (or American' s interest
therein) by the City (notwithstanding other potential
users to which the Land, the Option Land, and/or the
Project might be put by American or others ) and may
bring appropriate actions to obtain condemnation awards
due to American as a result thereof. While the City
retains its right to contest whether or not a " material
adverse change" has in fact occurred, the City hereby
agrees and stipulates that it will not challenge or
object to American' s allegation that such a material
35
change, when established, does constitute an inverse
condemnation in any legal, equitable, or other
proceeding, and that it will enter appropriate
stipulations to such effect in any inverse condemnation
action or other proceedings which may be brought by
American as a result of such City action. For purposes
of this clause (ii ) a change of operating environment
shall be deemed " materially adverse" if the result of
such change is that either (i ) American is required to
cease performance at the Project of any necessary
functions related to aircraft maintenance, or (ii ) the
capacity of the Project is reduced by reason of either
an elongation of the historical elapsed times (based on
comparison to the twelve months immediately prior to
the change in operating environment ) for the
performance of aircraft maintenance functions by more
than 20% or reduces the number of aircraft capable of
being processed at the Project in a year by more than
20%.
6. 04. Zoning. The City hereby confirms to American that
(i ) all portions of the Land and the Option Land located within
the current city limits of the City are zoned " K-Heavy
Industrial" under the applicable City zoning codes, (ii ) aircraft
maintenance facilities of the type contemplated by American are
permitted uses within such zoning classification, (iii ) such use
is not considered " ordinarily excessively noxious or offensive
36
because of odor, smoke, dust, noise, fumes, or vibrations" and
are thus permitted pursuant to subsection 35 of the " K-Heavy
Industrial" zoning designation, and (iv) maintenance of
appropriate stores of aircraft fuel and other petroleum products
in connection with aircraft maintenance operations is not
prohibited by subsection 19 of the 11K-Heavy Industrial" zoning
classification even though the amounts in question exceed 10, 000
gallons per tank. No special approval of the Board of Adjustment
and/or Department of Public Works and Fire and Health Department
is required in connection with such storage of fuel or other
petroleum products.
6. 05. Annexation. The portion of the Land and Option
Land not currently located within the city limits of the City is
currently slated for annexation on September 12, 1989, and upon
such annexation such property will also be included within the
" K-Heavy Industrial" zoning classification.
ARTICLE VII
Financing
7. 01. In General.
(a) It is the intent of American, the City, and the
Corporation that the development and financing of the Project be
carried out in a manner consistent with the objective of
providing to American exclusive use of the Project on as cost-
effective a basis as possible, consistent with constraints
imposed by law. Subject to the limitations set forth herein, to
37
that end, the City and the Corporation each agrees, at no expense
to City or the Corporation except as specified herein, to take
all actions requested by, and (subject to the limitations set
forth herein) to cooperate to the fullest extent with, American
in the financing of the Project. The parties anticipate that the
financing of the Project will involve the issuance of the Bonds,
the interest on which is to be excludible from the gross income
of the holders for federal income tax purposes by reason of
section 103 (a) of the Internal Revenue Code of 1986, as amended
(the " Code" ) . American, the City, and the Corporation further
anticipate that the proceeds of sale of the Bonds will be
utilized, directly or indirectly, by the Corporation to acquire
the Land, and to fund to American, as lessee under the Lease,
allowances for construction of the Improvements and acquisition
of the Equipment. Debt service on the Bonds will be paid by the
Corporation through the application of rents paid to the
Corporation by American under the Lease.
American understands that the Bonds must be issued by the
City or the Corporation, as applicable, in accordance with legal
requirements applicable to bonds of the type in question, and
that the Corporation' s bond counsel must pass upon and approve
the authorization of the Bonds by the Corporation and, in the
case of tax-exempt Bonds, the tax-exempt status thereof.
Further, the City or the Corporation retain the right to review
the structure of the Bonds and the arrangements for the issuance
thereof for the purpose of reasonably assuring themselves that no
38
material adverse implications to the City or the Corporation are
created thereby. However, the City and the Corporation recognize
that the Bonds will effectively be the financial obligation of
American rather than the City or the Corporation and that aside
from issues of legality, due authorization by the Corporation,
and assuring that no material adverse implications to the City or
the Corporation are created thereby, the City and the Corporation
shall defer to determinations of American in matters relating to
the structure, issuance, and marketing of the Bonds .
Accordingly, the City and the Corporation agree that subject to
the limitations described above the following shall be the sole
right and responsibility of American, and that upon the request
of American, the City and the Corporation will take any and all
actions necessary and proper in connection therewith: (i ) the
structuring of the financing (including all determinations
concerning the terms of the Bonds and all related financing or
security documents ) ; (ii ) the drafting of all documents relating
to the financing; (iii ) the selecting and engaging of
underwriters, bond trustees, registrars and paying agents, and
professionals (other than bond counsel and, if desired by the
City or the Corporation, a financial advisor) in connection with
the issuance, sale and administration of the Bonds; and (iv) the
effectuation of all other material actions to be taken in
connection with the financing. In the exercise of such
discretion American shall advise and consult with the City, the
Corporation, and the designated bond counsel as to all material
39
matters prior to making final decisions with respect thereto and
shall give due consideration to suggestions and input which may
be offered by City, the Corporation, or bond counsel. with respect
thereto.
(b) To the extent that the City or the Corporation elects
to engage the services of financial advisor in connection with
such transactions, the City or the Corporation, as applicable,
will bear the fees and expenses of such advisor without
reimbursement by American and no portion of the Bond proceeds
shall be utilized to pay such fees and expenses. The fees and
expenses of the designated bond counsel shall be paid from the
Bond proceeds but (i ) such fees shall be based on a negotiated
contingent fee to be paid at the time of the delivery of each
series of Bonds for bond counsel services, and (ii ) American
shall be allowed to participate in negotiations with the
designated bond counsel with respect to the amount of such fee.
American agrees that if proceeds from the sale of the Bonds are
insufficient or not available to pay the fees and expenses of
bond counsel, American shall pay such fees and expenses.
(c) American, the City, and the Corporation recognize
that, by reason of the respective Rights of First Opportunity
granted to Seller by American covering the Land and the Option
Land, Seller will need to be involved to a limited extent in the
Bond financing. Seller agrees to cooperate in a reasonable
manner to facilitate the contemplated financing (at no expense to
Seller) including, but not limited to, issuing without charge
40
upon request of American appropriate estoppel certificates
regarding the status of the respective Right of First
Opportunity, and entering into amendments or supplements to the
respective Rights of First Opportunity Agreements or other
documents existing between Seller and American to facilitate such
financing; provided, that in no event shall Seller be obligated
to waive or otherwise materially adversely affect any material
rights, privileges, or remedies granted to Seller in any of such
documents. American shall not be obligated for the payment of,
nor shall Bond proceeds be used for the payment of, any fees or
expenses of any counsel which may be engaged by Seller or its
affiliates in connection with such financing transactions.
(d) While this Agreement has been prepared on the
assumption that the financing structure described in Section 7. 02
below will be utilized for the Project, the parties recognize
that as American further investigates financing markets other
financing possibilities or variations may present themselves. To
the extent American determines that alternative financing
techniques are advisable the City and the Corporation (and, to
the extent contemplated in subsection (c) above, Seller) shall
reasonably cooperate with American to facilitate the use of such
financing for the Project. The parties agree to amend this
Agreement from time to time as necessary to facilitate any such
alternate financing techniques; provided, that neither the City,
the Corporation, nor the Seller, as applicable, shall be
obligated to undertake any additional risk exposure or
41
obligations, nor waive any material rights granted hereunder or
in any related agreements in connection therewith.
7. 02. Anticipated Structure of Financing. While
American has not yet determined the exact structure of financing
to be adopted, the anticipated structure is described in this
Section 7. 02. The City and the Corporation (as well as the
Seller, to the extent of its obligations as provided in
Subsection 7. 01 (c) above) each agrees that, if this structure is
adopted by American, it will take all actions necessary and
proper to effect the same:
(i ) Formation of Corporation. By resolution adopted by the
City Council on June 13, 1989, the City has caused the
formation of the Corporation and approved the initial
Articles of Incorporation which named therein the
initial board of directors thereof. The Corporation is
authorized, among other things: (i ) to have and
exercise all rights, powers and privileges given to
corporations incorporated under the Texas Non-Profit
Corporation Act, as amended; (ii ) to acquire,
construct, improve, maintain, equip and furnish the
Project, and to issue the Bonds for the purpose of
financing such acquisition, construction, improvement,
maintenance, equipment and furnishing; (iii ) to lease
or otherwise provide possession of the foregoing to
American, and to mortgage or pledge the rentals
received thereunder to the payment of debt service on
42
the Bonds; and (iv) to exercise all other powers set
forth in Section 23 of the Development Corporation Act
of 1979, as amended.
Issuance of Bonds. In accordance with the inducement
. resolution adopted by the Corporation on June 20, 1989,
and, subject to the limitations otherwise set forth in
Section 7. 01 (a) above, upon written request from
American, the Corporation shall issue and sell the
Bonds (the interest on which is to be excludible from
the gross income of the holders for federal income tax
purposes pursuant to Section 103 (a) of the Code) , in
one or more series, in such amounts and bearing such
terms as determined by American, and shall sell the
Bonds to those underwriters or other persons identified
by American, all -as provided in a bond purchase
agreement acceptable to American. In accordance with
the documents authorizing the issuance of the Bonds,
the proceeds of the Bonds shall be applied: (i ) to the
purchase of the Land from American (or any affiliate
which may then own the Land) ; (ii ) to the provision to
American of the tenant improvement allowance described
below; and (iii ) to the payment of all or a portion of
the costs of issuance of the Bonds, and the payment of
funded interest or expenses in respect of the Bonds or
the Project during the construction thereof and for a
reasonable period thereafter.
43
Acquisition of Land. The Corporation shall acquire the
Land from American (or any affiliate which may then own
the Land), subject to a retained option in American to
purchase the Project at fair market value at such time
as the Bonds are no longer outstanding. The purchase
price for the Land shall be American' s (or such
affiliate' s ) actual cost (including applicable carrying
costs since its acquisition thereof from Seller) .
(iv) Lease of Land and Project. The Corporation shall lease
the Land and Project to American for a term equal to
80% of the expected economic life thereof (determined
in accordance with applicable provisions of the Code) .
The lease agreement (the " Lease" ) shall include the
following terms:
Renewals Fair market rental value extension -
options shall be included as requested
by American to the maximum extent
permissible under applicable laws
related to the issuance of tax exempt
Bonds.
Rent - $1. 00 per annum (triple net) basic rent
plus " additional rent" to be determined
so as to permit the Corporation to
receive all necessary amounts to service
the Bonds throughout the term of the
Bonds. The amount of additional rent
44
may be adjusted from time to time to
reflect changes in the amounts due in
respect of the Bonds.
Net Lease American shall be responsible for the
payment of all taxes (subject to the
terms hereof relating to abatement
thereof), insurance, maintenance costs,
utility costs, and other expenses or
costs of operating, maintaining, and
using the Project, so that the basic
rent (and, where applicable, additional
rent) payable by American under the
Lease is absolutely net to the
Corporation.
Premises The entirety of the Project.
Option American shall have the option to
purchase the Project from the
Corporation for its then fair market
value at such time as the Bonds are no
longer outstanding.
Construction American, as tenant under the Lease,
will be solely responsible for the
design, development, and construction of
the Project and the installation of
equipment and systems therein, through
the use of employees, contractors,
45
consultants, and suppliers of American' s
choice. At the time the Land is
purchased from American by the
Corporation, the Corporation shall also
purchase from American, at its actual
costs, all Improvements and/or Equipment
which may have then been erected or
installed on the Land. The Lease will
contain an allowance to be made
available to American from the proceeds
of the Bonds to cover the costs of
design, development, construction, and
equipping of the Project pursuant to
mutually acceptable draw procedures, to
the extent such costs have not been paid
prior to acquisition of the Land (and
then existing Improvements and
Equipment) by the Corporation. The
Lease will contain reasonable provisions
requiring that all construction be
carried out in accordance with
applicable laws, ordinances, and other
rules and regulations of general
application but the Corporation, in its
capacity as landlord, will not have any
rights to approve the design of the
46
Project or any other aspect thereof.
The foregoing shall not be deemed to
limit the City' s right to carry out its
normal building permit, certificate of
occupancy, fire safety, and similar
governmental review and permitting
procedures of general application to
projects undertaken within the City.
ARTICLE VIII
Assignment
8. 01: Binding on Successors. The rights, duties, and
obligation of the parties hereto shall inure to the benefit of,
and be binding upon, their respective successors and permitted
assigns. The foregoing provision shall not be deemed to either
authorize or prohibit any assignment of this Agreement by any
party hereto, such matters being governed by the subsequent
provisions of this Article VIII.
8. 02. Assignment.
(a) Except as provided in the following provisions of
this Section 8. 02 or otherwise set forth in this Agreement,
neither American nor Seller shall assign its rights hereunder
without the prior written consent of City, which consent shall
not be unreasonably withheld.
I (b) Notwithstanding the foregoing, American may assign
its rights hereunder to any parent or other affiliate of
47
American, or any successor by operation of law of American or any
such parent or other affiliate, including, but not limited to,
any successor as a result of any merger, consolidation, or other
reorganization thereof (whether such successor is a corporation,
business trust, or any other type or entity) . For purposes
hereof an entity shall be considered an " affiliate" of American
if it owns 20% or more of the common stock of American or AMR
Corporation, or American or AMR Corporation owns 200 or more of
its common stock (or other equity interests in the case of a non-
corporate entity) or such entity is under at least 20% common
ownership with American.
(c) Nothing in the foregoing shall be interpreted or
construed to prohibit American (or any permitted assignee) from
using, or permitting the use of, the Project or any portions
thereof by or for the benefit of third parties under subleases,
contracts, or other arrangements satisfactory to American (or its
permitted assignee) . It is recognized, however, that the Lease
will contain certain restrictions upon assignment of the Lease as
required by Sections 103 and 142 of the Internal Revenue Code.
(d) Seller may assign its rights and/or duties
hereunder to any affiliate or successor by operation of law of
Seller.
(e) No assignment by any party hereunder shall release
the assigning party from its duties and obligations hereunder.
8. 03. Facilitation of Financing. The parties
acknowledge that the foregoing terms, provisions, and limitations
48
with respect to assignment of this Agreement are not intended and
shall not be construed, to limit any collateral assignment of the
rights and/or duties of American hereunder and/or under the Lease
to any person or entity who may provide, or participate in any
manner in providing, financing for the Land or Project at any
time or from time to time, nor the transfer of this Agreement to
any person or entity (including, without limitation, any person
or entity who may have provided the financing in question, in
connection with the foreclosure of any such collateral assignment
or other exercise of the rights or remedies of any such person or
entity providing financing as a result of any default by
American. Any collateral assignment or transfer of this
Agreement as set forth in this Section 8. 03 shall be made
expressly subject to the rights of the City, Seller, and
Developer hereunder.
ARTICLE IX
Miscellaneous
9. 01. Force Mal eure.
(a) Except as otherwise provided in paragraph (b)
below, it is expressly understood and agreed by the parties
hereto that if the commencement or completion of construction of
any street, structure, or other item required of any party
pursuant to any of the provisions hereof is delayed by reason of
war, civil commotion, act of God, governmental restrictions,
regulations, or interferences, fire or other casualty, court
49
injunction, or any circumstances (except financial distress and
laws passed by the City of Fort Worth in order to directly or
indirectly allow the City to avoid or delay the performance of
its obligations hereunder) which are reasonably beyond the
control of the party obligated or permitted under the terms
hereof to do or perform the same, regardless of whether any such
circumstance is similar to any of those enumerated or not, each
such party shall be excused from doing or performing the same
during such period of delay, so that the time period applicable
to such construction requirement shall be extended for a period
of time equal to the period such party was delayed.
(b) Anything to the contrary herein notwithstanding,
however, the Outside Dates shall not be subject to extension for
any reason whatsoever without the consent of American, which may
be granted or withheld by American at its sole discretion.
9. 02. No Partnership or Joint Venture. It is
specifically understood that the relationship herein created
among the parties is contractual in nature and is in no way to be
construed as creating a partnership or joint venture between or
among American, the Seller, Developer and/or the City.
9. 03. Separate Nature of Financial Obligations. The
obligations of each of the parties hereto (specifically
including, but not limited to, any financing arrangements which
such party shall make with respect to the construction of its
improvements ) shall be solely the obligation and responsibility
of each such party.
50
9. 04. Cautions . The captions , headings , and
arrangements used in this Agreement are for convenience only and
shall not in any way affect, limit, amplify, or modify the terms
and provisions hereof.
9. 05. Number and Gender of words. Whenever herein the
singular number is used, the same shall include the plural where
appropriate, and words of any gender shall include each other
where appropriate.
9. 06. Notices. Whenever this Agreement requires or
permits any consent, approval, notice, request, proposal, or
demand from one party to another, the consent, approval, notice,
request, proposal, or demand must be in writing to be effective
and shall be effective upon the first to occur of (i ) actual
receipt by the intended recipient, or (ii ) the third ( 3rd)
business day after it is enclosed in an envelope, addressed to
the party intended to receive it at the address shown below,
properly stamped, sealed, and deposited in the United States mail
certified mail, return receipt requested.
American: AMERICAN AIRLINES, INC.
4200 American Boulevard
MD-3H57
Fort Worth, Texas 76155
Attn: Vice-President
Corporate Services
AMERICAN AIRLINES, INC.
4200 American Boulevard
MD-4C27
Fort Worth, Texas 76155
Attn: Vice-President - Legal
51
WITH A COPY TO: JOHNSON & GIBBS, P. C.
100 Founders Square
900 Jackson Street
Dallas, Texas 75202-4499
Attn: Mr. John R. Johnson
CITY: CITY OF FORT WORTH, TEXAS
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: City Manager
SELLER: ALLIANCE AIRPORT, LTD.
12377 Merit Drive
Suite 1700
Dallas, Texas 75251
Attn: Frank Zaccanelli
WITH A COPY TO: HUGHES & LUCE
2800 Momentum Place
1717 Main Street
Dallas, Texas 75201
Attn: Mr. David Newsom
Any party entitled to receive consents, approvals, notices,
requests, proposals, .or demands hereunder may change, . at any time
and from time to time, by written notice delivered in accordance'
herewith to the other party five days prior to the effective date
of such change, the address which it had theretofore specified
for receiving the same.
9. 07. GOVERNING LAW. THIS AGREEMENT IS BEING EXECUTED
AND DELIVERED, AND IS INTENDED TO BE PERFORMED, IN THE STATE OF
TEXAS, AND THE LAWS OF SUCH STATE SHALL GOVERN THE VALIDITY,
CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION OF THIS AGREEMENT
AND ALL OTHER DOCUMENTS RECITED AS BEING EXECUTED
CONTEMPORANEOUSLY HEREWITH.
9. 08. Invalid Provisions. If any provision of this
Agreement, or any provision of any agreement contemplated hereby
52
and executed among the parties hereto pursuant hereto, is held to
be illegal, void, invalid, or unenforceable under present or
future laws effective during the term of such agreement, such
provisions shall be fully severable; such agreement shall be
construed and enforced as if such illegal, void, invalid, or
unenforceable provisions had never comprised a part of such
agreement; and, the remaining provisions of such agreement shall
remain in full force and effect and shall not be affected by the
illegal, void, invalid, or unenforceable provision a provision or
by its severance from such agreement. Furthermore, in lieu of
such illegal, void, invalid, or unenforceable provision there
shall be added automatically as a part of such agreement a
provision as similar in terms to such illegal, void, invalid, or
unenforceable provision as may be legal, valid, and enforceable,
whether or not such a substitute provision is specifically
provided for in such agreement.
9. 09. Amendments . This instrument and the other
agreements, leases, deeds, grants of easements, grants of option,
and documents described or referred to herein and in such other
instruments embody the entire agreement between the parties and
supersede all prior agreements and understandings, if any,
relating to the subject matter hereof, and may be amended or
supplemented only by an instrument in writing executed jointly by
American, Seller, and the City (or, in the case of two party
agreements, such as the Land Contract or the Option Agreement, by
the respective parties thereto) or by documents, agreements, and
53
instruments to be delivered in accordance with the express terms
hereof.
9. 10. Multiple Counterparts. This Agreement has been
executed in a number of identical -counterparts, each of which is
to be deemed an original for all purposes and all of which
constitute collectively one agreement, but in making proof of
this Agreement it shall not be necessary to produce or account
for more than one such counterpart.
9. 11. Authorization. Each party hereto represents that
prior to its execution hereof all necessary corporate or other
appropriate action, as applicable, including, but not limited to
resolution of the board of directors, consents of partners, and,
in the case of the City, actions of the City Council, have been
taken to authorize- the execution of this Agreement and the
performance of such party of its respective obligations hereunder
(including, in the case of the City, all necessary action to
adopt all ordinances or amendments to existing ordinances
contemplated or required by the provisions hereof) .
9. 12 Short-Form Agreement. Upon the request of any party
each party agrees to execute, acknowledge, and deliver a short-
form memorandum of this Agreement in form for recording in the
Real Estate Records of Denton County, Texas, to give public
notice of the existence hereof.
9. 13 Termination. This Agreement shall terminate and
54
thereafter be of no force or effect at such date, after January
1, 1990, that neither American nor any successor or permitted
assign has any ownership or leasehold interest in, or any other
interest and/or occupancy right in and to the Land, the Option
Land, or the Project or any portion of either of them. Upon any
such termination hereof the parties agree to execute a notice of
termination hereof in recordable form.
IN WITNESS WHEREOF, this Agreement is executed as of the
date first set forth above.
ALLIANCE AIRPORT, LTD.
a Texas limited partnership
By: Hillwood Holding Corporation
General Partner
By:
Name:
Title: A&�
HILLWOOD/1358, LTD. ,
a Texas limited partnership
BY: Hillwood Holding Corporation
General Partner
By: ""'00.
Name:&00'
Title:
HILLWOOD DEVELOPMENT CORPORATION,
a Texas corporation
By:
Name: I -e 010 7-r
Title:
55
THE CITY OF FORT WORTH, TEXAS
Attest: a Texas home le municipality
v By:
uth Howard, Bob Bolen, Mayor
City Secretary
Approved As to
F m and Leg ity
By: @a1f)hIZAAA Op
Wade Adkins, City Attorney Dougl Harman, City Manager
AMERICAN AIRLINES, INC.
a Delaware corporation
By: QaL&
_
Name: V JDe R il-k 41
Title: �-V14� K �`✓ fo✓ r OrC��e
B erc,( E fir.t2
ALLI ANCEAI RPORT AUTHORITY, INC. ,
a Texas non-profit industrial
developmz oration
B
m azt ow
Title: a D
i
F: \cwmorris\aa\base\master. 810
i
LIST OF EXHIBITS ATTACHED TO MASTER AGREEMENT
Exhibit Description
A Legal Description of Land
B Legal Description of Option Land
C Schedule of Outside Dates for
Various Aspects of Infrastructure
D Site Plan
E First Opportunity Agreement (Land)
F First Opportunity Agreement (Option
Land)
G Location of Temporary Access Right
H Community Facilities Agreements
H-1 CFA-Eagle Parkway
H-2 CFA-Heritage Parkway (north of
Alliance)
H-3 CFA-Alliance Boulevard
H-4 CFA-Avion Road
H-5 CFA-Heritage Parkway (south of
Alliance)
H-6 CFA-Heritage Parkway (also south
of Alliance)
I Tax Abatement Agreements
I-1 Phase I
1-2 Phase II
1-3 Phase III
Exhibit "A"
Legal Description of Land
EXHIBIT A
Property Description of Land
Being a tract of land out of the G. Overton Survey, Abstract No. 972, and
the A. McDonald Survey, Abstract No. 786, located in the City of Fort Worth,
Denton County, Texas, and being part of a tract of land conveyed to Alliance
Airport, Ltd., as recorded in Volume 2451, Page 412 of the Deed Records of
Denton County, Texas, and being part of a tract of land conveyed to
Hillwood/1358, Ltd., as recorded in Volume 2512, Page 460 of said Deed records,
and being part of a tract of land conveyed to Hillwood/1358, Ltd. as recorded
in Volume 2512, Page 471 of said Deed records, and being more particularly
described as follows:
Commencing at the northerly northwest corner of said Alliance Airport, Ltd,
tract, said corner being on the east right-of-way line of the A.T.S.F. Railroad
(100 feet wide);
Thence South 24 degrees 16 minutes 15 seconds West, along said east line,
a distance of 228.70 feet to a point for a corner, said corner being the
intersection of said east line with the south right-of-way line of proposed
Eagle Parkway (120 feet wide);
Thence South 65 degrees 43 minutes 45 seconds East, departing said east line,
and along said south line, a distance of 12.33 feet the point of curvature
of a circular curve to the left having a radius of 1210.00 feet;
Thence Easterly, continuing along said south line, and along said curve through
a central angle of 19 degrees 39 minutes 07 seconds, an arc distance of 415.02
feet to an iron rod set for the point of beginning;
Thence Easterly, continuing along said south line, and along said curve through
a central angle of 14 degrees 30 minutes 20 seconds, and whose back tangent
bears South 85 degrees 22 minutes 53 seconds East, an arc distance of 306.34
feet to an iron rod set for the point of tangency;
Thence North 80 degrees 06 minutes 47 seconds East, continuing along said
south line, a distance of 2384.54 feet to an iron nod set for a corner;
Thence South 9 degrees 53 minutes 13 seconds East, departing said south line,
a distance of 1579.40 feet to an iron rod set for a corner;
Thence South 60 degrees 02 minutes 26 seconds East, a distance of 1146.43
feet to an iron rod set for a corner, said corner being on the northerly
right-of-way line of proposed Taxiway V extension (300 feet wide), said
corner also being on a circular curve to the right having a radius of 1050.00
feet and whose back tangent bears South 36 degrees 47 minutes 47 seconds West;
Thence Southwesterly, along said North line, and along said curve through
a central angle of 43 degrees 19 minutes 00 seconds, an arc distance of 793.82
...feet to an iron rod set for the point of tangency;
Thence South 80 degrees 06 minutes 47 seconds West, continuing along said
north line, a distance of 3308.39 feet to an iron rod set for a corner, said
corner being on the west line of said Alliance Airport, Ltd. tract, said corner
also being on the east right-of-way of a tract of land conveyed to the City
of Fort Worth, known as the Alliance Airport, as recorded in Volume ..9279,
Page 388 of the Deed Records of Tarrant County, Texas, and Volume 2382, Page
209 of the Deed Records of Denton County, Texas;
Thence North 9 degrees 53 minutes 13 seconds West, departing said north line,
along the common line between said City of Fort Worth tract and . Alliance
Airport tract, a distance of 1100.00 feet to an iron rod found for a corner;
Thence North 1 degree 21 minutes 22 seconds West, continuing along said coign
line, a distance of 364.73 feet to an iron rod found for a corner;
Thence North 43 degrees 37 minutes 08 seconds West, departing said co.Mon
line, a distance of 225.00 feet to an iron rod found for a corner;
Thence North 73 degrees 52 minutes 55 seconds West, a distance of 421.87 feet
to an iron rod found for a corner, said corner being on said common line
between said City of Fort Worth tract and said Alliance Airport, Lzd. tract;
Thence North 9 degrees 53 minutes 13 seconds West, along said common line,
a distance of 103.14 feet to an iron rod set for a corner, said corner being
on the easterly right-of-way line of a proposed street (60 feet wide);
Thence North 24 degrees 16 minutes 15 seconds East, departing said common
line, and along said easterly line, a distance of 204.11 feet to an iron rod
set for the point of curvature of a circular curve to the right having a radius
of 430.00 feet;
Thence Northeasterly, continuing along said easterly line, and along said
curve through a central angle of 53 degrees 07 minutes 34 seconds, an arc
distance of 398.71 feet to an iron rod set for the point of reverse curvature
of a circular curve to the left having a radius of 490.00 feet;
Thence Northeasterly, continuing along said easterly line, and along said
curve through a central angle of 68 degrees 56 minutes 11 seconds, an arc
distance of 589.55 feet to an iron rod set for a corner;
Thence North 51 degrees 16 minutes 34 seconds :East, continuing along said
easterly line a distance of 21.69 feet to the Point of Beginning and Containing
202.0947 acres of land, more or- less.
Exhibit " B"
Legal Description of Option Land
I
i
EXHIBIT B
Property Description of Option Land
Being a tract of land out of the G. Overton Survey, Abstract No. 972, and
the A. McDonald Survey, Abstract No. 786, located in the City of Fort Worth,
Denton County, Texas, and being a part of a tract of land conveyed to Alliance
Airport, Ltd. as recorded in Volume 2451, Page 412 of - the Deed Records of
Denton County, Texas, and being part -of a tract of land conveyed to Hillwood
1358, Ltd., as recorded in Volume 2512, Page 460 of said Deed Records, and
being part of a tract of land conveyed to Hillwood 1358, Ltd. as recorded
in Volume 2512, Page 471 of said Deed Records, and being more particularly
described as follow:
Commencing at the northerly northwest corner of said Alliance Airport, Ltd.,
said corner also being on the east right-of-way line of the A.T.S.F. Railroad
(100 feet wide);
Thence South 24 degrees 16 minutes 15 seconds West, along said east line,
a distance of 228.70 feet to a point for a corner, said corner being the
intersection of said east line with the south right-of-way line of proposed
Eagle Parkway (120 feet wide);
Thence South 65 degrees 43 minutes 45 seconds East, departing said east line
and, along said south line, a distance of 12.33 feet to the point of curvature
of a circular curve to the left having a radius of 1210.00 feet;
Thence Easterly, continuing along said south line, and along said curve through
a central angle of 34 degrees 09 minutes 27 seconds, an arc distance of 721.36
feet to the point of tangency;
Thence North 80 degrees 06 minutes 47 seconds East, continuing along said
south line, a distance of 2384.54 feet to an iron rod set for the point of
beginning:
Thence North 80 degrees 06 minutes 47 seconds East, continuing along said
south line, a distance of 780.00 feet to an iron rod set for the point of
curvature of a curcular curve to the right having a radius of 1140.00 feet;
Thence Easterly, continuing along said south line, and along said curve through
a central angle of 46 degrees 10 minutes 45 seconds, an arc distance of 918.81
feet to an iron rod- set for the point of tangency;
Thence South 53 degrees 42 minutes 28 seconds East, continuing along said
south line, a distance of 165.20 feet to an iron rod set for a corner;
Thence South 41 degrees 45 minutes 07 seconds East, continuing along said
south line, a distance of 575.73 feet to an iron rod set for a corner, said
corner being on the northerly right-of-way line of proposed Taxiway 'H'
extension (300 feet wide);
Thence South 29 degrees 57 minutes 34 seconds West, departing said south line,
and along said northerly line, a i istance of 1646.2 to an iron rod set
for the Point Of curvature of a r cular curve to 8 the right feet having a radius
of 1050-00 feet;
Thence Southwesterly' continuing said line, and along said
curve through a central angle of along northerly
6 degrees 50 minutes 14 seconds, an arc
distance of 125.30 feet to an iron rod set for a corne
Thence North 60 degrees 02 minutes 26 seconds Wesr;
t
9 departing said northerly
line, a distance of 1146-43 feet to an iron rod set for a
Thence North corner;
9 degrees 53 minutes 13 seconds West a distance of 1579.40 feet
to the Point of beginning and containing 74.2177 acres of land, more or less.
Exhibit "C"
Schedule of Outside Dates*
1 ) Requests for Bids (including March 1, 1990
all engineering plans and
specifications ) for entire
Project" released to
prospective contractors
2 ) Project must be at least 40% October 1, 1990
completed (as certified by
project engineer) .
3 ) Project 100% Completed February 1, 1991
*This schedule shall apply separately to the work covered by each
CFA.
"For purposes hereof the " Project" shall mean all work
contemplated to be performed under any particular CFA (excluding
work permitted to be deferred, in the case of Alliance Boulevard
and Eagle Parkway, as permitted by Sections 3. 02 (b) and 3. 03
(b) ) .
Exhibit " D"
Site Plan.
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Exhibit " E"
First Opportunity Agreement (Land)
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FILE NO- ,
a� im
l r HEARING DATE
1 / mmm �• ,/ I
�. j N 1:
READING 1' '
i 1ST CITY SEC
FINAL READING Iry
MAsrER FILE.It/` ' Fort
Ci V
f o Worth, T(,, �as
ACCOUNTING-2
,A,,POETAT,,,IPU,Mayor and Council Communication
%ATER ADMINISTRATION 4
DATE REFERENCE SUBJECT: AUTHORIZE THE CITY MANAGER TO SIG PAGE
DEVELOPM1 NIuS NUMBER THE MASTER AGREEMENT FOR THE AMERICAN 1 of - 2
8/8/89 C-11803 AIRLINES MAINTENANCE BASE
Recommendation
It is recommended that the City Manager be authorized to sign a master
agreement for the American Airlines maintenance base.
Ba-ekg-round
The City, American Airlines, Alliance Airport, Ltd. , Hillwood/1358,
Ltd. ;-- Hillwood Development Corporation and AllianceAirport Authority,
----Inc. , have been involved in discussions concerning development of a
major aircraft maintenance base. The base would be used by American
in the maintenance and repair of its aircraft fleet and would be adjacent
to Alliance Airport.
To induce American to locate the base at Alliance Airport, the City,
Alliance Airport, Ltd. , Hillwood, and AllianceAirport Authority will
be required to make various commitments to American. These commit-
ments are, documented in a master agreement which has been provided to
the Council.
The master agreement includes provisions concerning the following matters
at Alliance Airport and the proposed maintenance base:
_1. Acquisition of land where the base is to be located.
2. Community facilities agreements and infrastructure for the base,
including access, streets, roadways, utilities, sewer service,
aircraft access taxiways, and IH-35W interchanges/frontage roads.
3. Tax abatement by the City and other taxing authorities for real
and tangible personal property at the base and implementation of
freeport status to exempt tangible. personal property from taxation
if S.J.R. 11 is approved by the voters.
4. Agreements concerning American' s operations at the base and Alliance
Airport, including landing fees and the waiver of access fees, user
fees, permit fees, aircraft parking fees and fuel flowage fees.
5. Agreements concerning the City' s obligation to complete and operate
Alliance Airport.
6. Agreements concerning the City's present and future regulation of
American' s use of the base and Alliance Airport including aircraft
takeoffs and landings, engine testing and maintenance run-ups, and
agreements concerning future regulations which would require the
City to pay for costs, expenses and damages suffered by American,
as well as regulations which would constitute a taking of American' s
facilities by the City.
OFNNL RECORD
M
=
FT. WOR Ta
L. .
`
/
'
�
'
DATE REFERENCE SUBJECT: AUTHORIZE THE CITY Mk GER TO SIGN PAGE
NUMBER
8/8/89 C-11803 THE MASTER AGREEMENT FOR THE AMERICAN 2 f 2
AIRLINES MAINTENANCE BASE
7. Agreements concerning annexation and zoning by the bity of a portion
of the base site which is presently outside the city limits.
8. Agreements concerning the anticipated financing structure for the
base, the issuance of bonds and the acquisition and lease by
AllianceAirport Authority, of the land and the assignment of rights
by American.
Financing
Financing is cove'red by other con-tracts submitted contemporaneously
with this document*.
APPROVED BY
CITY COUNCIL
AUG 8 1989
U 440�
City SeoTetmv of tha
City of Fort Worth,Touas
SUBMITTED FOR THE DISPOSITION BY COUNCIL: PROCESSED BY
CITY MANAGER'S
OFFICE BY: David Ivory 0 APPROVED
ORIGINATING 71 OTHER (DESCRIBE)
DEPARTMENT HEAD: Wade Adkins Roftxay An
FOR ADDITIONAL INFOAVLON
'