HomeMy WebLinkAboutContract 47694-A1CSC No. 47694-A1
FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO. 47694,
AN ECONO C DEVELOPMENT PRO AM AGREEMENT(MTH
AMERICAN AIRLINES, INC.
This First Amendment to City Secretary Contract Number 47694 ("First
Amendment") is made and entered into by and between the City of Fort Worth ("City"), a home -
rule municipality of the State of Texas, and American Airlines, Inc., a Delaware corporation
("Company").
RECITALS
The City and Company agree that he following statements are true and correct and
constitute the basis upon which the City and Company have entered into this First Amendment.
A. The City and Company are currently parties to two agreements governing a fifteen -
year economic development incentive for the construction of a new corporate headquarters facility
within the City of Fort Worth ("Project"), said agreements consisting of (i) a one-year real and
personal property tax abatement governed by a Tax Abatement Agreement (City Secretary
Contract No. 47341, as amended) ("TAA") and (ii) an Economic Development Program Grant
Agreement that provides for the City to pay fourteen (14) annual economic development grants to
Company (City Secretary Contract (CSC) No. 47694) ("EDPA").
B. The Project was originally intended to be constructed on an approximate 97-acre
tract of land owned by the Dallas/Fort Worth International Airport Board and leased to the
Company.
C. After further detailed planning, the Company decided to develop the Project as
multiple buildings, which required the Project to extend beyond the original footprint to include
additional acres for a total of 124.04 acres.
D. In 2017, the Company, City, and Dallas Fort Worth International Airport Board
amended the TAA to include the additional property.
E. The City and Company also intended to amend the EDPA to include the additional
property to ensure that the economic development incentives were properly aligned between the
EDPA and TAA; however, the parties never formalized that arrangement.
F. The City and Company now desire to amend the EDPA to fulfill the intent of the
EDPA, which was to include all of the property on which the Project would be constructed so that
City and Company can receive the full benefit of the economic development incentives.
G. The City and Company also desire to correct a typographical error to the definition
of Program Source Funds so that it reflects the true amount of ad valorem property taxes received
by the City for the 2015 tax year, which will now include the total acreage for the Land.
NO THEREFORE, in consideration of the recitals and the mutual benefits and
promises contained in the Agreement and this First Amendment and for other good and valuable
OFFICIAL RECORD
First Amendment to CSC 47694 1 of 5
CITY SECRETARY
FT. WORTH, TX
consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Company
agrees as follows:
AGREEMENT
1. Recital A is amended to read as follows:
"A. Company leases approximately 124.04 acres of property in the City
within the boundaries of Dallas/Fort Worth International Airport ("DFW")
and more specifically described in Exhibit "A" ("Land") under a lease
approved by the DFW Board, as well as the governing bodies of both the
City of Fort Worth and City of Dallas, which is attached as Exhibit "C" to
the Tax Abatement Agreement ("Lease"). 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 ("Required Improvements") along with ancillary
improvements and facilities, recreational amenities or similar types of
improvements supporting the corporate headquarters facility ("Ancillary
Improvements"). The lease between Company and DFW will require
Company to pay all taxes assessed on the Land, any improvements on the
Land, and any Taxable Tangible Personal Property (as defined in the
Agreement). Exhibit "A" is attached hereto and incorporated herein for all
purposes"
2. The property description and map attached to the Agreement as Exhibit "A" are
hereby replaced with the property description and map attached to this First Amendment as
Exhibit "A".
3. The definition of "Program Source Funds" in Section 2 of the Agreement is
amended to read as follows:
"Program Source Funds means an amount equal to the City's ad valorem
taxes received by the City during the Twelve -Month Period ending in each
Program Year on the value of the Land, plus the value of all improvements
on the Land, less Fifty -One Thousand, Forty -Three Dollars and Twenty -
Eight Cents ($51,043.28), which is the combined amount of such ad
valorem taxes received by the City for the 2015 tax year for the Land."
4. All capitalized terms used but not defined in this First Amendment have the
meanings assigned to them in the Agreement.
5. This Amendment contains the entire agreement between the parties with respect to
the matters set forth herein. All provisions of this Agreement that are not specifically amended by
this First Amendment remain in full force and effect.
EXECUTED as of the last date indicated below.
First Amendment to CSC 47694 2 of 5
CITY OF FORT WORTH
B-1—a .hn...(s 1,2 y: 23CDT)
William Johnson
Assistant City Manager
Date: Sep 1, 2023
APPROVAL RECOMMENDED:
By:
Robert Sturns
Director, Economic Development
ATTEST:
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By:
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Jannette Goodall
City Secretary
AMERICAN AIRLINES, INC.,
A Delaware Corporation
Z alouiroHBy—L4rEoaco,ro13000D„ Name: Christopher J. Collison
Title: Director, Corporate Real Estate
Date: Aug 30, 2023
CONTRACT COMPLIANCE
MANAGER:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
gt]: Michael Henni 1, 202 :46 CDT)
J Michael Hennig
Economic Development Manager
APPROVED AS TO FORM AND
LEGALITY:
By: O�
TypA, UJal2aci£
Tyler F. Wallach
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&Cs: C-27526 (Nov. 10, 2015); 23-0306
(April 25, 2023)
Form 1295: 2016-39259
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
First Amendment to CSC 47694 3 of 5
EXHIBIT A
DESCRIPTION AND MAP DEPICTING THE LAND
METES AND BOUNDS DESCRIPTION
SABRE TRACT
BEGINNING AT THE POINT OF INTERSECTION OF THE NORTHERLY RIGHT-OF-WAY UNE OF TRINITY BOULEVARD (A VARIABLE WIDTH RIGHT-OF-WAY) PATH
THE WESTERLY RIGHT-OF-WAY UNE OF STATE HIGHWAY 360 (A VARIABLE WIDTH RIGHT-OF-WAY) ALSO BEING THE SOUTHEASTERLY CORNER OF SAO
LOT 1, BLOCK 2;
THENCE WITH THE NORTHERLY RIGHT-OF-WAY UNE OF TRINITY BOULEVARD THE FOLLOWING:
SOUTH 86' 46 36' WEST A DISTANCE OF 119.82 FEET TO A POINT;
NORTH 81' a' 15' WEST A DISTANCE OF 372.43 FEET TO A POINT:
SOUTH 88' 16' 20' WEST A DISTANCE OF 102.31 FEET TO A POINT;
NORTH 83' 35' 59' WEST A D15TANCE OF 243.45 FEET TO THE BEGINNING OF A NON -TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF
1.372.DO FEET;
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 04' 21' 19' AN ARC DISTANCE OF 104.27 FEET WITH A CHORD BEARING OF
NORTH 70' 08' 00' WEST AND A CHORD DISTANCE OF 104.27 FEET TO THE POINT OF TANGENCY OF SAID CURVE;
NORTH 67' 57' 20' WEST A DISTANCE OF 146-40 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE LEFT HAVING A RADIUS OF 1,426.00
FEET;
SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 54' 27' 23' AN ARC DISTANCE OF 1.357.20 FEET TO THE POINT OF
TANGENCY OF SAID CURVE;
SOUTH 57' 35' 1B" WEST A DISTANCE OF 51.02 FEET TO A POINT;
SOUTH 89' 17' 00" WEST A DISTANCE OF 153.69 FEET TO A POINT IN THE EASTERLY RIGHT-OF-WAY LINE OF AMERICAN BOULEVARD (A VARIABLE
WIDTH RIGHT -OF -WA IN A NON -TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 700.00 FEET, ALSO BEING THE SOUTHWESTERLY CORNER
OF SAID LOT 1, BLOCK 3;
THENCE DEPARTING THE NORTHERLY RIGHT-OF-WAY UNE OF TRINITY BOULEVARD WITH THE EASTERLY RIGHT-OF-WAY UNE OF AMERICAN BOULEVARD
THE FOLLOWING;
NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 22' 24' 10' AN ARC DISTANCE OF 273.20 FEET TO THE POINT OF TANGENCY
OF SAID CURVE;
NORTH 01' 41' 36' EAST A DISTANCE OF 26.19 FEET TO A POINT;
NORTH 00'17' 30' EAST A DISTANCE OF 533.43 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE RIGHT HAVING A RADIUS OF 1.270.00
FEET;
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 24' 11' 49" WTH AN ARC DISTANCE OF 554-07 FEET TO THE POINT OF
TANGENCY OF SAID CURVE;
NORTH 24' 29' 19" EAST A DISTANCE OF 429.79 FEET TO THE POINT OF CURVATURE OF A CURVE TO THE LEFT HAVING A RADIUS OF 1.344.00
FEET;
NORTHEASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 25' 49' 19' AN ARC DISTANCE OF 605-70 FEET TO THE POINT OF TANGENCY
OF SAID CURVE:
NORTH 00' 32' 00' WEST A DISTANCE OF 275.48 FEET TO THE NORTHWESTERLY CORNER OF SAD LOT 1, BLOCK 3;
THENCE DEPARTING THE EASTERLY RIGHT-OF-WAY UNE OF AMERICAN BOULEVARD VATH THE NORTHERLY LINE OF SAID LOT 1, BLOCK 3 THE
FOLLOWING:
NORTH 89' 07' EAST A DISTANCE OF 595.00 FEET TO A POINT;
NORTH 89' 06' EAST A DISTANCE OF 650.00 FEET TO THE NORTHEASTERLY CORNER OF SAID LOT 1, BLOCK 3,
THENCE WITH THE EASTERLY LINE OF SAID LOT 1, BLOCK 3 SOUTH 00' 31' WEST A DISTANCE OF 929.00 FEET TO THE NORTHWESTERLY CORNER OF
SAID LOT 1, BLOCK 2;
THENCE DEPARTING THE EASTERLY UNE OF SAD LOT 1 BLOCK 3 4WTH THE NORTHERLY UNE OF SAID LOT 1 BLOCK 2 NORTH 89' 38' 28' EAST A
DISTANCE OF 1.0138.82 FEET TO A POINT IN THE WESTERLY RIGHT-OF-WAY UNE OF STATE HIGHWAY 360 Folk THE NORTHEASTERLY CORNER OF SAID
LOT 1. BLOCK 2;
THENCE WITH THE WESTERLY RIGHT-OF-WAY UNE OF STATE HIGHWAY 360 THE FOLLOWING;
SOUTH 00' 23' 35' WEST A DISTANCE OF 87.75 FEET TO A POINT;
SOUTH 34' 45' 15' WEST A D15TANCE OF 50.95 FEET TO A POINT:
SOUTH 00' 14' 57' EAST A DISTANCE OF 149.85 FEET TO A POINT,•
SOUTH 14' 13' 33' EAST A DISTANCE OF 103.15 FEET TO A POINT;
SOUTH 00' 12' 02" EAST A DISTANCE OF 99-93 FEET TO A POINT;
SOUTH 16' 25' 55" WEST A DISTANCE OF 104.32 FEET TO A POINT;
SOUTH 03' 04' 44' WEST A DISTANCE OF 601.18 FEET TO A POINT,
SOUTH 01' 38' 45" WEST A DISTANCE OF 300.25 FEET TO A POINT;
SOUTH 03' 30' 44" WEST A DISTANCE OF 182.80 FEET TO A PONT;
SOUTH 43' 58' 23' WEST A DISTANCE OF 73.34 FEET TO THE POINT OF BEGINNING;
CONTAINING A COMPUTED AREA OF 124.04 ACRES OF LAND.
NOTE: THIS METES AND BOUNDS DESCRIPTION WAS COMPILED USING INFORMATION CONTAINED IN THE RECORDED DOCUMENTS CITED HEREIN AND DOES
NOT REFLECT THE RESULTS OF AN ON THE GROUND SURVEY.
13001666.004 PAGE 1 OF 2
An exhibit of even date accompanies
this metes and bounds description.
AUGUST 17, 2015 SABRE TRACT
DUNAWAY
550 Bailey Avenue • Suite 400 ' Fort worth, Texas 76107
Tel: 817.335.1121
FIRM REGISTRATION 10098100
First Amendment to CSC 47694 4 of 5
3
5
S
DFW REGIONAL U.S.A.
AIRPORT BOARD VOLUME 3416
SOUTH TRACT PAGE 598
VOLUME 6653
PAGE 870
U.S.A.
VOLUME 5531
PAGE 86
NOD•32'00'W 275.48—\ N89.07E N89'06'E
595.00' 650.00'
M25'49N9'
R-1344.00' L—B05.70'
N24.29'19'E
LOT 1,
BLOCK 3
DFW REGIONAL a
AIRPORT BOARD
VOLUME 6710, PAGE 520 $-
o 124.04 ACIES
< < AMERICAN AIRLINES ADDITION
4 VOLUME 388-133, PAGE 60
COFW
PLOT B
VOLUME 5D72, PAGE 417
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N89'38'28'E 1098.82'
50023'38'E 87.75'
534'45'15•W 60.95,
500'14'57"E 149.86•
S14*13'33"E 103.15'
SOD'12'02'E 99.93'
S16'25'55•W 104.32'
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LL 0 ^=24'11 49
1 R=1270.00' L=554.07'
DFW REGIONAL
AIRPORT BOARD
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NORTH TRACT
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N01'41'36"E 26.19'
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BEGINNING'
so1.3e•a5•w 300.25'
N:54'2723'
�22'24'10"
�61.02'
�µ25.06 L-1357.20'
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S89'17•w
153.69'
TRINITY BOULEVARD
(VARIABLE 'MDTH RIGHT—OF—WAY) 104.27°J72
S43.58'23"W 73.34'
S86'48'36'W 119.82'
SHEET 2 OF 2
0 30D'
SCALE FEET
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The exhibit, along with the attached metes and
bounds description were compliled from information
contained in the recorded documents shown hereon.
SABRETRACT
DUNAway
550 Bailey Avenue • Suite 400 • Fort North, Texas 76107
Tel: 817,335.1121
FIRM REGISTRATION 10098100
DATE: AUGUST 17, 2015 JOB NUMBER: B001666.004
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8/24/23, 12:52 PM M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
DATE: 4/25/2023 REFERENCE NO.: **M&C 23-0306 LOG NAME:
CODE: G TYPE: CONSENT PUBLIC
HEARING:
Official site of the City of Fort Worth, Texas
FORT WORTH
17ED AAHQ EDPA
AMEND1
NO
SUBJECT: (CD 5 / Future CD 5) Authorize Amendment to Economic Development Program
Agreement with American Airlines, Inc. to Add Approximately 27.028 Acres of Land
Associated with American Airline's Corporate Headquarters and Reflect that the Additional
Property is Subject to an Economic Development Program Incentive
RECOMMENDATION:
It is recommended that the City Council authorize an amendment to an Economic Development
Program Agreement with American Airlines, Inc. to add approximately 27.028 acres of land
associated with American Airline's Corporate Headquarters and reflect that the additional property is
subject to an Economic Development Program Incentive.
DISCUSSION:
The City and American Airlines, Inc. (AA) are currently parties to an Economic Development Program
Agreement (EDPA) (City Secretary Contract No. 47694), along with an accompanying one-year Tax
Abatement Agreement (City Secretary Contract No. 47341), for the development of a corporate
headquarters facility (Project) on 97 acres of property located at Dallas -Fort Worth International
Airport within the City of Fort Worth (Mayor and Council Communication C-27526).
Under the original Tax Abatement Agreement, the City agreed to abate a maximum of between 75
percent and 90 percent of the incremental real and personal property taxes over a 97-acre tract of
land for a period of one year provided that Company expended at least $200 million in real property
improvements by July 31, 2020 on property in the corresponding tax abatement reinvestment zone.
In 2017, AA expanded the scope of the Project to include multiple buildings on an additional 27-acre
tract of land. On June 6, 2017, City Council adopted an ordinance to include the additional 27-acre
tract, designating the areas as Tax Abatement Reinvestment Zone No. 91A (TARZ 91A). The City
and AA subsequently executed an amendment to the Tax Abatement Agreement to include the
additional property (City Secretary Contract (CSC) No. 47341-A1).
Under the EDPA, the City agreed to reimburse an amount equal to the incremental real and personal
property taxes from the Project site in fourteen annual grants, provided that the Tax Abatement term
was completed and that AA maintained its corporate headquarters on the Project site. The parties
intended to seek permission from the City Council to expand the overall acreage of the Project site to
includes the additional 27.028 acres at the time that the City Council considered the same for the Tax
Abatement Agreement. City staff is now requesting that City Council amend the EDPA to include the
additional 27.028 acres to align with the expanded scope of the Project and TARZ 91A.
The Company is currently eligible to receive their first grant in fiscal year 2023.
After conducting a review of both the amended Tax Abatement Agreement, as amended, and the
EDPA, City staff recommends that the additional 27-acre tract of land be included as was originally
intended, through an amendment of the EDPA (CSC No. 47694).
Note: An administrative amendment will also be made to the ad valorem taxes listed for the base tax
year since the EDPA mislabeled the project's base year taxable value as ad valorem taxes.
The proposed Zone is located in COUNCIL DISTRICT 5 / Future COUNCIL DISTRICT 5.
FISCAL INFORMATION/CERTIFICATION:
apps. cfwnet.org/counci I_packet/mc_review.asp? I D=30933&cou nciIdate=4/25/2023 1 /2
8/24/23, 12:52 PM M&C Review
The Director of Finance certifies that upon final approval of the amendment to the Economic
Development Program Agreement, a loss of an estimated $57,971,247.00 in property tax revenue
may occur over the next fourteen year period. This reduction in revenue will be incorporated into the
long-term financial forecast of the City.
TO
Fund I Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by: William Johnson (5806)
Originating Department Head: Robert Sturns (2663)
Additional Information Contact: Ryan Pohler (2627)
ATTACHMENTS
AA HQ M&C Grant Analvsis Tract Final.xlsx (CFW Internal)
AAHQ EDPAA1-2.pdf (Public)
apps. cfwnet.org/counci I_packet/mc_review.asp? I D=30933&cou nciIdate=4/25/2023 2/2