HomeMy WebLinkAboutContract 46132�
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ANIENDIVIENT N�. l� Tf�
C�TY SECRETARY COI�TTRACT 1�0. 46132
T.AX ABATEMENT AGREEMENT BETWEEN
GITY OF FORT WORTH AND AMERYCAN AIRLINE5, INC.
This AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT NO.
4�13� {°GAmendment") is entcred into by and between the CITY OF FQRT WORTH
{the "City"), a home rule municipalify orga�i[zed under the laws of the State of Texas,
and AM�RICAN AIRLINES, INC. {��Cvmpany"), a Deiawa�e corporation.
The City and Company hereby agree that the following staterr�ents are true and
correct and constitute the basis upon which the City and Company ha�e entered into this
Amendment:
A. The City and Company previously entered into that certa.in Tax Abatement
Agreement dated as of Novembe� 4, 2014, a publzc docum�nt on file in the City
Secre�ary's Oifice as Ciiy Secretazy Caz�tract No. �6132 (the "Agrec�ment"). The
Agreement is part of a larger economic development incen�ive offered by the City far
development by Company of a new Tntegirated Operai�ons Center (the "Project"} on
approxirnately 47 acres of property in the City, as more specifically described in Exhibit
"A" of the Agreexxaent (the "Land"}. Under fihe Agreement, the City has agreed to abate
certain ad valorem ta.xes on real property impro�e�nents located on the Land and certain
ad valarem taxes on business personal property located on the Land.
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B. Recital D of the Agreernent states that Company owns the Land.
Subse�uent to execution of the Agreement, Company, as part of its restructuring,
discovered that Dallas-Fort Worth Internati4nal Airport actually owns the Land and
leases the Land to Campany. The La�d is ta�-exempt because it is owned by Dallas-Fort
Worth Lnternatzonal Airport. Corz�.pany is the owner of a leasehold interest in the Land
and a11 improvements on the Land, including the Project. Because Company is the lessee
of tax-exempt real property its leasehold interest in the Land and the improv�ments
located an the Land is taxabl�.
C. Sectian 312.204 of the Texas Tax Code authorizes the City to enter into
iax abatement agreements with (i) owners of taxable real property locaied in a
reinvestment zone or (ii} owners of leasehold interests in ta�-�xempt real property.
Because Company is tt�e awner o£ a leasek�old intezest in the Land, which is t�-exerr�pt,
rather than the owner of taxable land, the City and Company �-�i�: -� am�� �ih�
Agreement to reflect this distinction. Because Company's leas�}�� �t� , o����.
Page 1
Amendment No. 1 to CSC No. 46132 '�' �� '" �� �= 4�� � �
Tax Abatement Agreement between City of Fort Worth and American Airlines, Inc. �C�`,'� �F. ��-.k ��
include taxable value in improvements located on the Land (the Abatement granted under
the Ag�eement did not apply to any taxes on the Land its�l� the provision of the
Agreement requiring that the Company own the Land was nat necessary ta the
Agreement.
D. This Amenciment is authorized under § 312.208 of the Texas Tax Code
because (i) the pxa�zsions of tlais Amendment include pravisions tbat could have been
included in the original Agreement and dele#e pxovisions that were �,ot necessary to the
original agreement, and (ii} this Amendment has been entered into follQwing the sama
pracedure in which the Agreement was approved and executed.
NOW, THEREFORE, the City and Company, for and in consideration of the
terms and conditions set �orth hexein, do hereby contract, cavenant and agree as follo�rs:
1. The second sentenc� of Recital D of the Agreernent is hereby amended to read as
follows:
Under a lease with Dallas-Fort Warth International Ai�port, Company is
also the ownex of a leasehold intezest in approximately 47 acres af ta�-
exempt gro�erty �n the City that is adjacent to Company's current
South�rn Res�rvatiqns Office ai 4700 American Boulc�ard and is more
speczfica�ly desc�ibed in Ea�.hibit "A", attached hereto and hereby made a
part of this Agreement for all purposes (the "Land"}.
2. Section 6.6 of the Agreernent is hereby amended to r�ad as fallows:
Tn accardance witl� Section 312.204{a} of the Code, Company's eligibility
far the Abatement is contingent on Company" s ownership of the leasehold
interest in the Land an.d t.�.e improver.nents. I� Company assigns its
leasehold interest in the Land and the improvements to any other person or
entity, and this Agreement has not been assigned to that �erson or entity in
accoxdance wxth Section 10 af this Agre�rrient, this Agreement will
ternunate on the effective date oi fihe transfex.
3. The first sentence of Section 10. of the Agreement is hereby amended to
read as follaws:
Company may not assign, transfer or otherwise convey any of ifis xights ox
obligations under this Agreement to a.�y other person or entity without the
priar consent af tl�e City Council, which consent shall not be unreasonably
withheld, conditior�ed on (i) the assignee or successor will own the
leasehold interest in the Land and the impxovez�n.ents located an the Land,
and will own or lease alI the New Tangible Personal Property; (ii) the
prior approval of the assignea or successor and a finding by the City
Couzzcil that the propased assignee or successor is iinancially capable of
meeting the terrns and conditions of this Agree�ent; 3t7C1 �111� p1'lOT
Page 2
Amendment NQ. 1 to CSC No. 46132
`I'ax Abatement Agreement be#ween City of Fort Worth and American Airlines, Inc.
execution by the proposed assignee or successor of a written agreement
with the City under which the proposed assignee ar successor agrees to
assume and be bound by the covenants and obligat�ans of Campany under
this Agreemenf..
4. Capitalized terms used but not identified in tk�is A3rz�.e:�drnent shall have the same
meanings assigned to them in ihe Agreement.
5. This Amendment contains �he final vvritten expression of the City and Company
with respect to the subject matter hereof. This Arnendment may be executed ir� rnultiple
counterparts, each of which �xrill be considered an original, but all of which constitutes
on� instrament.
6. Thi� Amendment is effective as oithe Effec�ive Da�e of the Agreement.
EXECiJTED as of the Iast date inc�.ica�ed below:
[SIGNATiJRES IMMEDTATELY FOLLOW QN NEXT PAGE]
Page 3
Amendment No. 1 to CSC No. 46132
Ta�c Abatement Agreemeni becween City of FnrC Wnrth and American Airlines, Inc.
AMERICAN�RLYI�TES, INC.,
a Delavvare c or tion:
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Name: ��.p�v�,�
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STATE OF TEXAS �
COUNTY OF TARRANT �
BEFORE ME, the undersigned authority, on �his day �ersonally appeared
'��ti�� ��1in�:�-�rr�. �IN� or.� ��__._���NiERiCAN AIRLINES,
INC., knaw�rz to zne to be the person whose name is subscribed to the faregaing instrument,
and acknowledged to me that s/l1e executed the same �ox tb.e purposes and consi�eration
therein �xpressed, in the capacity thexein s#ated and as the act and deed of ANIERYCAN
AYRT,INES, INC.
GNEN I.JNDER MY HAND AND SEAL OF OFFICE this da.y of June,
2015.
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Notary Public in and for
the State of Texas
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Page 5
Amendment No, I to CSC No. 46132
Tax Abatement Agreement hetween City of Fort Worti3 and American Air[ines, Inc.
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CITY OF FORT WORTH:
By; � �
Da i ooke
Crty Ma�.ager
Date: �/�� /� �S
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APPROVED AS T� FORM AND LEGALITY:
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By: , _ - •� _
Peter Vaky " �~
Deputy City Attorn�y
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STATE OF TEXAS §
C�UNTY UF TARRANT §
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BEFORE ME, the undersigned autharity, on this da� persoz�a.11y appeared David
Co�ke, City Manager o� the CITY OF �'4RT WORTH, a municipality organized under
the laws of the State of Texas, lcr�own to me �o be the person and officer whos� name is
subscribed io the foregoing instrument, and acknowledged to me that the sanne was the act
of the CTTY OF FORT WORTH, that he was duly authozized to perform the and tha.t he
executed the sa�ne as the act o� t�.e CITY OF FORT WORTH for the puiposes and
consideration therein expressed and in the capacity therein stated.
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GTVEN TJNDER MY HAND AND SEAL OF QFFICE this �� day of C��
2015.
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the �tat� of Texas
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Natary's Printed Narne ' �`
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Page 4
Amendment No. 1 to CSC No. 4f 132
Tax Abatement A�eement between City of Fart Worth and American Airlines, Inc.
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STATE OF TEXAS §
COUNTY �F TARRANT §
AIi�IEl�TDME�TT NO. 1 TO
CITY SECRETARY COI�TTR.ACT l�T�. 46132
TAX ASATEMENT AGREEMENT BETWEEN
CITY OF FORT WORTH AND AMERICAN AIRLINE�,INC.
This AMENDMENT N�. 1 TO CITY S�CRETARY CONTRACT NO.
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46132 ("Aniendment"} is entered into by and b�tween #he CITY OF FORT WORTH
(the "City"}, a home rule municipality ar�anized under the laws af the State of Texas,
and AMERICAN AIRLINES, INC. ("Company"}, a Delaware corporat�on.
The City and Company h�reby agree that the following statements are irue and
correct and constitute the basis upon which the Gity and Company have entered into this
Amenc�ment:
A. The City and Company previously entered into that certain T� Abatemer�t
Agreernent dated as of November A�, 2014, a public document on file in the City
Secre�ary's 4ffiee as City Secretary Contract No. 46132 (the "Agree�ment"). The
Agreernent is part of a larger economic dev�lopment incentive offered by the City for
development by Cornpany of a new Integrated Opexations Center (the "Project") on
approximately 47 acres of pxoperty in the City, as more specifically described in E�ibit
`°A" of t�ie Agreement (the "Land"). Llnder the Agreement, the Ciky has agreed to abate
certain ad valorem taxes on real property improvements located on the Land arid certain
ad valorem taxes on t�usiness personal property located on the Land.
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B. Recitai D of the Agreement sta�es that Compariy owns the Land.
Subsequent to executian of the Ag�reement, Company, as part of its restructuring,
discovered that Dallas-Fort Worth International Airport actually owns the Land az�d
lease5 the Land to Company. The Land is taY-�x�mpt because zt is owned by Dallas-Fort
Worth International Airport. Company is the owner of a leasehold interest in tl�e Land
a�nd all imprnvements on the Land, including the Project. Because Company is the lessee
of iax-exempt real property its leasehold interest in th� Land and the 'rmpravements
located on the Land is ta�able.
C. Section 312.204 af the Texas Tax Code authorizes the City to enter inta
ta.x abatement agreements u�ith (i) owners of taxable real property located in a
reinvestment zone or (ii) owners of leasehald interests in tax-exerz�.pt real property.
Because Company is the owner of a leasehald interesfi in the Land, which is tax-exempt,
rather �1ian the awner of taxable land, the City and Company wish to amend the
Agreement to reflect this distinction. Because Company°s leasel�€� ���x�,�-
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Amendment Na. l to CSC Na. 46132 T* �� ����
Tax Ahatement Agreen7ant batween City of Fort Worth and American Airli�es, Inc, ,�i��i ����i ��`��
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include taxable value in zrnpro�ements located on the Land (fhe Abaternent granted under
the Agreement did not apply to any taxes on the Land itsel� the pravision of �the
Agreement requiring thai the Company own the Land was not necessary ta the
Agreement,
D. This Amendment is autl�orized under § 312.208 of the Texas Tax Code
because (i} the provisions of this Amendment include provisions that could have been
included in the original Agreement and delete provisions that were not necessary ta the
original agreement, and (ii) this Amendment has been entered into following the same
procedure in which �e Agreemenfi was approved and executed.
NOW, THEREFORE, tY�e City and Company, for and 'zn consideratzan of the
terms and conditions set forth herein, do hereby contract, covenant and agree as follows:
L The second sentence of Recital D of the Agreement is hereby amended to read as
fallows:
Under a lease with Dallas-Fort Worth Ynternational Airpart, Company is
also the o�cnxner of a leasehold interest in appraximately 47 acres of ta�-
exempt property in the City that is adjacent to Company's current
Southern Reservations Office at 4700 American Boulevard and is more
specifically described in Exhibit "A", attached hereto and hereby made a
part ofthis Agneement fox aJ.l puzposes (the "Land"}.
2. Section 6.6 of the Agreement �s hereby a�nended to read as follows:
In accordance with Section 312.204(a) of the Code, Company's eligibility
for the Abatement is co�n�ingent on Company's ownership of the leasehold
interest in the Land and the improvements. If �ompany assigns its
leasehold interest in the Land and the improvements to any other pers�n or
entity, and this Agreement has not been assi�ned to that person or entity in
accardanc� with Section 1 Q of this Agreement, this Agreement will
terminate an �lie effective date of the transfer.
3. The first sentence of Section 10. of ihe Agreement is hereby amended to
read as follows:
Company may not assign, transfer or otherwise convey any of its rights or
obligations �ander this Agreement to any other person or entity without the
prior consent of th� City Council, which consent shall nof be unreasonably
withheld, conditioned on {i) the assignee or succes�or will owz� the
leasehold interest in the Land and the improvements located on the Land,
and will own or lea�e all the New Tangible Persanal P�operty; (ii) the
prior approval af the assignee or successor and a finding by the City
Council th�t the proposed assignee or successor is financially capa�le of
meeting the terrns and conditions of this Agreernent; and (iii} prior
Page 2
Amendment No. L to CSC Nv. �16132
Tax Ahatement Agreement betw�en City of Fort WorEh and American ,�irlines, Inc.
execution by the proposed assignee or successor of a written agreement
with the City under which the proposed assignee or successor agrees ta
assume and be bound by the covenants and obligations of Company under
this A�reement.
4. Capitalized terms used but nat identi�ied in t,his Amendment shall have the same
meanings assigned to the�n in the Agreement.
�. This Amendm.ent contains th.e final writterz expression of the City and Company
with respect io the subject matter hereo£ This Amendment rriay be e�ecuted in multiple
counterparts, each of which will be considered an original, but all o�F which constitutes
on� instrurnent.
6. This Amandment is effective as of the Eff�ctive Date of th� Agreement.
EXECUTED as of the last date indicated below:
[SIGNATURES IMMEDIATELY FOLL�W ON NEXT PAGE]
Page 3
Amendment No. 1 to C5C No. 46132
Tax Abatement Agreement between City ofFort Worth and Amerioan Airlines, 3nc.
ATTE�T:
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By: '� " fd� c�' _ tr.:�, r-Y�� By:
David.�g�e Name:
City Nlanager Tit1e:
CITY OF FORT VVORTH:
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Date: � � • ?
APPROVED AS TO FORM AND LEGALITY:
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By: �'. - _ � � � � .,�
Peter Vaky
D�puty City Attorney
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STATE OF TEXAS §
COUNTY OF TARRANT §
Da�e:
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BEFORE ME, the undersigned authority, on this day personal
Cooke, City Manager of the CITY OF FORT WORTH, a municipality �organized under
the Iaws of the State af Texas, �o•wn to rne to be the person and officer whose natne is
�ubscxibed to the foregoing instru�ment, and a�knowledged to me that the same was the act
of the CITY OF FQRT WORTH, that he was duly authorized to perfarrn the and that he
�x�cuted th� same as the act of the CITY OF FORT WORTH for the purposes and
eonsideration fiherein expressed and in the capacit}� therein stated.
G1VEN YJNDER MY HAND AND SEAL OF OFFICE this ���day of �une,
2015.
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No#ary Public in and for
t�l� St�t� Of �'eX�S �
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Notary's Printed Name
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� �'��,��,��: February 2, 2018 =
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Page 4
Amendment No. � to CSC No. 46132
Tax Abatement Agreement between City o€ Fort Warth and American Airlines, Inc.
l�I��1��L e���OI��
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AMCRICAN AIRLINE�, INC.,
a Delaware cor�orat' n:
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By:� -
Michael J. Minerva
VP. Airport and Go�ernment Affairs
Date: �� { �'' 'a
STATE QF TEXAS
COUNTY OF TARRANT
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BEFORE ME, the undersigned aufihority, on this day personally appeared
[��C' � ��-�- , �� �� �; � of AMER�CAN AIRLINES,
INC., known to me to be the person whos� name is subseribed to the foregoing instrument,
and acknowl�dged to m� that slhe executed the same for the purposes and consideration
therein expressed, iit� the capacity therein stated and as the act and deed af AMERICAN
AIRLINES, INC.
GIVEN iJNDER MY HAND AND SEAL OF OFFICE this �� day of June,
2015,
. a _ ���� ..._
� �Public in and far
the State of Texas
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Notary's Printed Na.me
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Page 5
Amendment Na, I to GSC Na. 46 � 32
Tax Ahatement Agreement between City of Fort Worth and American Airlines, Inc.
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.�ZTI� �OUN�iL �I�END�4 �'ORT��RTN
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COUN�IL A�TIQh�: A�proved oii 6�'�61�0�5
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AAIOCAMENDMENT
�OD�: C TY�E:
CONSENT PUBLIC
I��ARINC:
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SUBJ�CT: Authorize Execution of Amendment No. 1 to Tax Abatemeni Agreement, City Secretary
Contract No. �46132, with American Airlines, Inc., for the Construct[on of an Infegrated
Operations Center Adjac�nt to its 5o�thern Reservations Office Locat�d at 4700
American Boulevard to Specify that American Airlines, Inc., is the Lessee of Such
Property (COUNCIL DISTR�CT 5}
RFCOii�IVY�NDA�'ION:
]t is recommended that the City Council autharize the executian of Amendment Na. � to fhe Tax
Af�atement Agreement (City Secretary Cor�fract Na. 46132} with American Airlines, Inc,, for the
construction of an Integrated Operations Center adjacent to its Soufhern Reservations Office
located at 4700 American Boule�ard to ref[ect that American Airiines, Inc., is the awner of a
leasehold interest in that praperty.
.�71,SCUSSlQf�:
TE�e City pre�iously entered info a Tax Abatement Agreement with American Airlines (Company)
for development of a new Integrated Operations Center on approximately 47 acres of property
adjacent to its Southern Reservafions Office located at �4700 American Boulevard. The Agreement
is par� of a larger economic de�elopment incentive offered by the City for the redevelopment of the
property fhat will result in an estimated in�estrnent of $55,aao,000.00 in real property
improvements and $33,000,000,0� iro non-in�en#ory, non-supply personal �roperty impro�ements
by �ecember 31, 2015. �
5ubsequent to execuiian of the Agrsement, Company, as pari of its restrucfuring, discovered that
Dallas-Fort Worth Ir�ternatiana! Airport (DFW Airport) actually owns the land and leases the land
back to Company. The land is tax-exempt because it is owned by [7�W Airport, while Company is
the owner of all improvem�nts on the land, including the Integ�ated Op�rafions Cent�r.
Seetion 312.204 of the Texas Tax Code autharizes the City to enter into Tax Abatement
Agr�ements wifh {i} owners of taxab[e real property located in a rein��stm�nt zone or (ii) owners
of leasehold interests in tax��xempt real pro�erty. Because Company is the owner of a leas�hold
interest in the land, which is tax-exem�t, rather than the owner of ta�cable land, tF�e City and
Company wish tfl amend the Agreernent to refEect this distinction. Because Company is the a�rvner
af alf impror�ements located on the land and the abatement granted under the Agreement cEid nat
apply to any taxes on the land itself, ihe abateme�t, as originaily provided in the Agreement, is
unaffected.
All other terms and canditions outlined in the Agreemen# will remain the sarne ancf Staff
recommends appro�al of the proposed amendment.
The project is lacated in COL7NCIL DISTRICT 5, Mapsco 56,7.
http:f/apps.cfwnet,arg/cnuncil�ac[cet/mc_review.asp7ID=211$9&cauncildate=G/16/2015[7/1/2015 10:47:52 AM]
M&C lteview
FISCAL INFORIV�ATIONICERTIFICATION:
Th� Financial Management Services Director cerkifies that this action will not increase the total
appro�riations of City funds.
TO F'undlAccountlC�nt�:rs
Submit Ci Mana�Pr`s Offir.A hy_
�� � �. �� �-�. i 11'1 r-._�
Addifiiona� Informat'ron Con#act:
�ROM �undlAccountlCen�
David Cooke (61 � 6)
Jay Chapa (5804}
Rabe�# Sturns (212-2563)
ATTACHME��
�Reference Man_ndf
http;//apps.cfwc►et.org/council�ackedmc review.asp?ID=21 I89&councildate=611612015[7/1/2015 10:47;52 AMI]
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7C.� .A.BAL`I'E1VIEl�T� AGREEl�E�TT
� STATE OF TEXAS §
COUNTY OF TARRANT �
This TAX ABATEMENT AGREEMENT ("A�reement") is entered into by and
between the CITY OF FORT WORTH, TEXAS (the "City"}, a home rrule nnunicipality
organized under the laws of the State of Texas, and AMERICAN AIRLINES, INC.
("Company"), a Delaware carporation.
RECITALS
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A. On 3une 12, 2Q12, the City Council of the City of Fort Worth {��City
Council") adopted a"General Tax. Abatement Poliey" through Resolution No. 4096-06-
2012, as amended on May 13, 2Q14 by Resolutior� No. 4319-OS-201� and then superseded
effective June 22, 2014 by ResoIution No� 4322-OS-20I4, all stating and confirming that
the City elects to be eligible to participate in ta� abatement and setting forth g�idelines and
criteria governing ta�� abatement agreements entered into between the City and various
third parties {collectively, the "Policy"), which Policy is incorporated harein by reference
and hereby made a part of this Agreement for all purposes.
B. The Policy eon�ins appropriate guidelines and criteria governing tax
abate�nent agreements to be entered into by the City as contemplat�d by Chapter 312 oi the
Texas Tax Code, as amended (the "Code"}.
C. On June 10, 2014, the City Council adopted 4rdinance No. 21289-06-2014
(the "4rc�inance") eatablishing Tax Abatement Reinvestment Zone Na. 89, City tii Fort
Worth, T�xas (the "Zone").
D. Company is a major commercial airline engag�d in the carrying of
passengers and cargo domestically and internationally. Campany's corporate
headquarters are located in the City. Campany also owns approximately 47 acres of
property in the City that is adjacent to Company's curreni Southern Reservations Office
at 4700 American Boulevaxd and is more specif cally described in Ea�hibit "A", attached
hereto and hereby znade a part of this Agreement for all purposes (th� "Land").
Company wishes to expand its operations with the development oi a new Integrated
Operations Center (the "Project") and is interested in loeating the Praject on the Land.
� E. At a rninimum, tbe Project is anticipated to invol�e the expenditure af at
, least $55 million in real proparty ixnprovements to the Land and to result in the
� installation of at least $33 milIion in taxable business personal prop�rry on t�ie Land. ln
��-. Page 1 �� = ..':.� - - � •
Tax AbatemeneAgreement between �{`� ��,�„����}�
City of Fort Warth and American Airlines, Inc.
� ������ �
add�tion, once the Project is completed, Cornpany is expected to provide at least 1,300
jobs on the Land, with a certain number of those jobs held by Fort Worth and Central
City residents. In order to encourage Company to undertake the Project on the Land, the
City has offered Company a fifteen (15) year econamic development incentive consisting
of (i) a one (1)-year real and �ersonal property t� abatement, as governed by this
Agreement, and (ii) an Economic Developrnent Prograrrs Grant Agreement that provides
for the City to pay fourteen (14} annual econamic deveIopment grants to Campany, as
authorized by Chapter 380 of ihe Texas Local Government Code and governed by that
certain Economic Develnpment Program Grant Agreement to be by and between the City
and Cornpany, as authorized by the City CoUncil's approval during its regular meeting on
7une 10, 2014 of agenda item M&C C-C-26830 (the °`Econnmic Development Program
Agreement").
F. On May 27, 2Q14 Company submitted an application far tax abatement to
the City concerning the Project (the "Applieation"), which Application is attached heretn
as Exlubit "B" and hereby nnade a part of this Agreement for all purposes.
G. The contennplated Project and the terms of this Agreement are consis#ent
with encouraging developrr�ent of ihe Zone and generating economic d�velopment and
increased employrr�ant opportunities in the City, in accordance with the purposes for
creation of the Zone, and are in compliance with the Policy and other applicable laws,
ordinances, rules and regulations.
H. The provisions of this Agreerr�ent, and the proposed use of the Land anci
nature of the Project, satisfy ihe eligibility criteria for comm�rciallindusirial business
ezcpansian tax abaternent pursuant to Section 6.2 of the Policy.
I. Written natice that �he City intends to enter into this Agz�eeznent, along with
a copy of this Agreement, has been furnished in the manner prescrib�d by the Code to the
presiding afficers of the go�erning bodies of each of the taxing units that have jurisdiction
over the Land.
N�W, THEREFORE, in consideration of the mutual benefits and promises
contained herein axid for other good and valuable consideratian, the receipt and
sufficisncy of which is hereby acknovvledged, ihe par�ies agree as follows:
AGREEIVIEI�TT
l.. 1NCORPORAT�ON OF RECITALS.
The City Council has found, and the City and Company hereby agree, that the
recitals set forth above are true and correct and form the basis upon which the parties
have entered into this Agreement.
Page 2
7'ax Ahakement Agreement betwean
City of Fort Worth and Ameri�an Airlines, Inc,
2. DEFIN�TXONS.
In addition to terms defined in t�e bady of this Agreement, the following �ernns
shall have the definitions ascribed to them as follows:
Abaternent means the abatement of a percentage (calculated in accordance with
ihis Agreement, and not to exceed eighty-fi�e percent (8S°fo) of the City's ad �alorem
ta�es on the value of any improvements on the Land (and not on the Land itself� over
thair values for the 2014 tax year, which collectively is Three Thousand Fifty�Nine and
7311QQ Dallars ($3,059.73}, and on the value of New Taxable Tangible Personal Property
over its value for the 2014 tax year, if any.
Affiliate means all antities, incorporated or o�herwise, under common contral
with, cantrolled hy ar contralling Company. For purposes of this definition, "control"
means fifty percent (SO%) or more of the ownership determined by eithe� value or vote.
Annlicatian has the mEaning ascribed to it in Recital F.
CentraI Citv means that area in the corpora�e limits of the Ciiy within Loop 820
(i) eonsisting of aIl Conlmunity Develapnr�ent Block Grant ("CDBG"} eligible census
block groups; (ii} all state-designated enterprise zones; and {iii) all census blaok graups
that are contiguous by sev�nty-five percen.t ('15%) or more of their perimeter to CDBG-
eligible block groups or enterprise zoncs, as well as any CDBG-eligible black in the
corporate limits af the City outside Loap $20, as more specifically depicted in the map of
Exhibit "C", attached hereto and hereby made a part of this Agreement for aIl purposes.
Central_ Citv Emnlovment Commitment has the meaning ascribed �o it in
Sectinn 4.5.3. � � � .� .�
Central Citv Emplavrnent Percenta�e has �he meaning ascribed to it in Section
5.2.6.
Central Citv Resident �neans an indi�idual r�vhose primary residence is a# a
location within the Central City.
Certificate oF Comnletian has the meaning ascribed ta it in Section 5.1.
Comnletion Date means the ciate as of whic� a final certificate of occupancy has
been issued by the City for all of the occupiable irnprovements comprising t�e Project.
Comnletion Deadline raear�s December 31, 2015.
Canstruction Costs means actual site development and cans�ruction costs
expended by Company for the Project, including dir�ciIy-related con�ractor fees, casts af
construction labor and costs of supplies and materials, plus engineering �ees, architectural
rs�� 3
Ta�c Abatement Agreement between
City of Fart Worth and Amerioan Airlines, Inc.
and other design fees, and pe�nit fees paid by Coanpany for the Projact. Construction
Costs specifically excludes any property acquisition costs.
Directar means the director of the City's Housing and Econnrnic Developrnent
Department,
Economic Develanment Pro�ram A�rceme� has the rrxeaniz�g ascribed to it in
Recital F.
Effective Daie has the meaning ascribed to it in Section 3.
Fort Worth Certi�ed 1VI/WBE Cvmnanv means a minority or r�voman-owned
business that has received certificatian as either a minority business e�nterprise (MBE), a
woman business enterprise (WBE) or a disadvantagEd business ent�rprise (DBE) by the
No;rth Central Texas Reginnal Ceriification Agency (NCTRCA} and that has a principal
business office located within the corporate limiis of th� City that perf'orms a
cornmercially useful function and that provides the services for which Company is
seeking credit under this Agreernent.
Fort Worth Companv means a business that has a principal office located within
the corporate limits of the City ihat performs a cammercially useful function and that
pro�ides the services for which Company is seeking credit under this Agreement.
Fort '�orth Construction Commitment has ihe meaning ascribad to it in
Sectiian 43.
5.2.2.
Fort Warth Gonstr�ction Percenta�e bas the meaning ascribed to it in Section
Fort Worth Enr�nloyment Com�itment has the meaning ascrib�d to it in
Section 4.5.2.
5.2.5.
Fart Warth Emnlovment Pewcenta�;e has the meaning ascri�ed to it in �ection
Fo�rt Warth Resident means an individual whose primary residence is ai a
location within the corparate limits of �e City.
Fort Worth �uoulv and Service Percenta�e has the meaning ascribed to it in
Section 5.2.7.
Fart Warth Sunulv and Scrvice Sne�din� Commitment has the tneaning
ascribed to it in �eetion 4.6.1.
Full-time Jo� means a job provided on the Land by Company to one (1)
individual, �rhether new or retained, by Company on the Land for at least forty (40} hours
Page 4
Tax Aba4ement Agreement beiween
City of �'ort Worth and American Airlines, Tnc.
per week or such other measurement used to define full-time employment by Corr�pany �n
aceardance with its then-curren# personnel policies and regulations.
4.4.
5.2.3.
Land has the meaning ascribed to it in Recital D.
M/WBE Ca�structioq Co�nmitment has the meaning ascribed to it in Section
M/WBE Cons�ruction Percenta�e has the meaning ascribed to it in Sectian
M/WBE Sun�alv �nd Service Percenta�e has the meaning ascribed to it in
Section 5.2.$.
M/WBE S��p�X_and Service Snendin� Commitment has the meaning ascribed
to it in 8ection 4.6.Z.
New Taxable Tan�ible Perso�al Pronert� means any personal property other
than inventory or supplies that (i) is subject to ad �alorem taxation by the City; (ii) �s
loca#ed on the Land; {iii) �s owned ar leased by Company; and (iv} was not located in ihe
City prior to the Effective Date of this Agreement.
Ordinance has the meaning ascribed to it in Recital C.
4.5.1.
Overail E�pXoyment Commitment has tha meaning ascribed to it in Section
Overall Ernnlavment Percenta�e has tbe meaning ascribed to it in Section 5.2.4.
Overall Proiect Percenta��e has the meaning ascribed to it izi Section 5.2.1.
Policv has the meaning ascribed to it in Recital A.
Proiect has the meaning ascribed io it in Recital D.
Records has the m�aning ascribed to it in Section 4.9.
Supalv and 5er�iee Exnenditures means those local discretionazy expenditures
made by Company directly far #he operation and maintenance of the Land and any
improvements thereon, excluding any electricity, gas, water and other utility sen+ice
CbSt5.
Term has the meaning aseribed ta it in Section 3.
Zone has th� meaning ascribed to it in Recital C.
Page 5
Ta�c Abaternent Agreement between
City of Fort Worth and Amexican Airlines, I nc.
3. TERM.
This Agreement will be effective on the date as of vc+hich bath the City and
Company have executed this Agreement (the ��Effective D�te") and, unless terminated
earlier in accordance with its terzns and conditions, will expire on December 31, 2016
{the "Terrn").
�. COMPANY'S OBL�GATIONS AND COMMITMEI�TTS.
41. R�al Pronerty Inr�Dxoyemen .
In accordance witl� the te�rnas and conditions of this Agreement, Company
nnust have e�pended at least Fifty-five Millic�n Dollars ($SS,oaa,000.00) in
Cons1,rruction Costs for the Project by the Completion Daie. The Completion Date
must occur on or before the Comple�ion Deadline.
4.2. Installation of Tan�ible Personal Pronertv,
New Taxable Tangible Personal Property having a value of at least Thirty-
three Million DoIlars ($33,000,00�.00} nr�ust be in place on the Land by ]anuary
1, 201 G, as detez�mined solely by the appraisal district having jurisdiction aver the
Land at that time and reflected in the certi�ed appraisal roIl received by the City
fram that appraisal district for the 2016 tax year.
4,3. Construction Suendin� Commitment for Fnrt Worth Companies.
By the Completion Dat�, Company tnust have expended ar caused to be
expended with Fort Worth Cnmpanies at Ieast the greater of (i) Thirteen Million
Seven Hundred Fifty Thousand Dollars ($13,750,000.0�} in Constructian Costs
for the Project or (ii) twenty�fve percent (2S%) of ail Con�truction Costs for the
Project, regardless of the total amaunt of such Construction Costs (the "Fort
Worth Constr�ction Commitment").
4.4. Constrnction Snending Camr►�itment for Fort Warth Certified
M/WBE Conaaanies.
By the Completian Date, Company must have expended nr caused ta be
expended with Fort Worth Certified M/WBE Companies at least the greater of (i)
Thirteen Million Seven Hundred Fifly Thousand Dollars ($13,750,OOOAO} in
Construction CQ5t5 for the Project or (ii) twenty-five percent (25%) of all
Constrnction Costs for the Praject, regardless of the total amount of such
Construction Costs (the "M/WBE Constru�etion Commitinent"}. Dollars spent
with Fort Wort� Gertified M/WBE Campanies will also count as dolIars spent
Page 6
Tax Abatement Agreement between
Ciry of Fort Worth and American Airlines, Inc.
with Fo�t Wor�h Connpanies for purposes of rneasuring tha Fort Worth
Construetion Commitment outline� in Section 4,3.
�.5. Emqloyment Commitmen�.
4.5.1. Overali Emn�ovment.
Company must provide and fill at least 1,300 Full-time Jobs an the
Land on or befare the Completion Deadline (the "Overall Employment
Commitment"). Determination of compliance with tk�e 4�erall
Employment Commitment will be based an Compat�y's ernployment data
as of the Completion Deadline (or such other date in the 20i5 calendar
year tY�at is mutually acceptable to both the City and Company), which
will be verified on the basis of the employment repart submitted by
Cornpany to the City in accardance with Section 4.7.2.
4.�.�. Emqlavment Com�itment for Fort Worth Residents.
On or be%re the Completion Deadline, Company must provide and
fill at least �e greater of (i} 195 Fu11-tirne Jobs on the Land or {ii) fifteen
percent {15%) of all Full-time Jobs provided on the Land, regardless of the
total number of such Full-time 7obs, with Fort Worth Residents (the "Foa-t
Worth Empla�ment Commi�ment"). Determination of complianee with
the Fort Worth EmpIoyment Commitment will be based on Cor�apany's
employment data as of the Completion Deadline {ar such ather date in the
2015 calendar year that is r�utuall� acceptable to both ihe City and
Company), which will be verified on the basis of the ernployment report
submitted by Company to the City in accordance with Section �.7.2. Full-
time Jobs held by �ort Worth Residents will also count a� Full-tirne Job�
for purposes of ineasuring the Ov�rall Employment Comrnitment outIined
in Section 4.5.1.
4.�.3. Emnloyment Commitment %r Central Citv Residents.
On or be�or� the Completion Deadline, Cozxipany must provide anci
fill at least the greater of (i) b5 Full-time Jobs on the Land or (ii} five
percent (S%} of all Full-time Jobs provided an the Land, regardless of the
total nunaber of such �'uil-time Jobs, with Central City Residents (the
"Central City Employrnent Cammitment"). Determination of
cornpliance with the Central City Em�Ioyment Commitment will be based
an Company's employment data, as of the Completian I]eadline (or such
other date �n the 201 S calendar year that is mutua.11y acceptable to both the
Ciry and Company), which will be verified on the basis af the ennployment
report submitted by Campany to tlne City in aecordance with Section 4.7.2.
F'ulI-time Jobs held by C�ntral City Resicients will also count as Full-time
Jabs t'or pur�aoses of ineasuring the F'ort Worth Employmeni Comrnitment
Page 7
Tax Abatement Agreement hetween
Ciiy of Fort Worth and American Aixlines, Inc.
outlined in Section 4.5.2 and the Overall Employment Commitment
outlined in Section 4.5.1.
4.6. Suonly and Service Saendine Cammit�anents.
4.6.1. For Fort Worth Comqanies.
During the 2015 calendar year Company musf make at least the
greater of (i) One Hundred Fifty Thousand Doliars ($150,U00.00) in
Supply and Service Expenditures or {ii) thirty percent {30%) of all Supply
and Service Expenditures r�aade in the 2UI5 calendar year, regardless of
the total amount of such Supp�y and Service Expenditures, with Fort
Warth Companies {the ��Fort Warth Supply and Service Spending
Cou�mifiment").
4.G.�. For Fort Worth Certified M/WBE Comnanx�s.
During the 201 S calendar year Company must make at least the
greater of (ij One Hundred Twenty-five Thousand Dollars ($12S,aaa.aa�
in �upply and Service Expendiiures or (ii) twenty-five percent (25%) af
all Suppiy and Service Expenditures made in the 2015 calendar year,
regardless of the total amount of such Supply and Service Expenditures,
with Fort Worth Cer�i�ied MIWBE Companie� (the "M/WBE Supply and
Service Spending Commitment"}. Dollars spent with Fort Worth
Certified MIWBE Companies will also count as dol�ars spent with Fort
Worth Companies for purposes of ineasuring the Fort R�orth �upply and
Service Spending Commitment outlined in Section 4.6.1.
4.i. Reports and Filin�s.
4.�.1. Constrr�ction S�qending ReAarfs.
4.7.1.L Monthly R�parts.
From �he Effective Date until the Corrapletion Date,
Company must provide the Directar with a monthly report in a
form reasonably acceptable to the Director �hat specifically
outlines the then-current aggregate Construction Costs expended
by and on behalf of Company for the Project as well as t�e then�
current aggregate Construction Costs expended by and on behalf of
Company for the Project with Fot� Worth Campanies and with Fort
Worth Certified M/WBE Coanpanies. Campany agrees to m��t
with the City's M/WBE Offic� as reasonabIy necessary far
35515iariC0 in meeting or exceeding the MIWBE Construction
Commitment and to address any related concerns that the City may
have.
Page 8
'I'ax Abatement Agreement l�etrveen
City of Fort Worth and American Airlines, Inc.
4.i.1.�. Final Constraction Renort.
Within thirty (30) calendar ciays follawing the
Completion Date, in axder for the City to assess whether Company
satisficd the reyuirements of �ection 4.1 and the extent ta whioh
Company rnet the Fort Warth Canstruction Commitment and the
MIWBE Construction Comrnitrnent, Company wiIl pxavide the
Director with a report in a form reasonably acceptable to the
Director that specifically outlines (i) the total Construction Costs
expended by tha Completion Date by and on behalf of Company
for the Project; {ii) the total Cansiructiorz Costs expended wit� Fort
Worth Companies by ihe Campletion Date by and on behalf of
Co�npany for the Project; and (iii) the total Cnnsiruction Casts
expendec! with Fort Worth Certified MIWBE Corr�panies by the
Corr�pletion Date by and on behalf of Campany for the Project,
tagetl�er with suppor�ing invoices and Qther documents necessary
to dennonstrate that such amounts were actualty paid, including,
without limitation, final lien waivers signed by tY�e generai
cantractor.
4.7.2. Em�DXovment Report.
�n or before �ebruary 1, 2016, in arder for the City to assess the
degree to which th� Ov�ra11 Employment Commitment, the Fort Worth
Emplaynnent Commitment and the Central City Employment Cornmii�nent
were met, Company must pravide the Director with a report in a form
reasonably accepta.ble ta the Director that sets forth the toial number of
individuals, the total number of Fort Worth Residents, and the total
number af Cen�ral City Residents who held Full-tim� Jobs pro�ided by
Company on the Land as of the Compl�tion Deadline (or such other date
in the 2015 calendar year that is mutually acceptable to both the City and
Company}, together with reasonable s�pporting dacumentation.
4.i.3. Sunnlv and Ser�vice Snendin� Reuort.
On or before February 1, 2016, in order for the City ta assess the
degree to which Company met the �ort Warth Supply and Service
Spending Cornmitment and the M/WBE Supply and Service Spending
Commitment far the 2015 calendar year, Company must provide the
Director with a report in a form reasonably aecepta.ble to the Director tha�
sets for�h the aggregate Supply and �Sezvice �xpenditures made during the
2015 calendar yeae with �ort Worth Compani�s and with Fort Wa�h
Cer�ified MIWBE Cornpanies, together with reasonable supporting
documentatian.
Fage 9
T� AhatemenC Agreement between
City of Fort WorEh and American Airlines, Inc.
4.7.4. Generai.
Company must supply any additionaI information reasanably
requested by the City that is pertinent fo the City's evaluation of
compliance with each of the terms and conditions of this Agreerneni.
4.$. Insnec#ions.
At any time during Company's normal business hours throughout the
T�rm and following reasonable notice to Company, the City �+il� have the right to
inspecf and evaluate the Land, and any irnpro�ements thereon, and Company will
provide full access to the same, irz arder for the City to manitar compliance with
the terzns and conditions of this Agreement. Company will cooperate fu11y �ith
the Ciiy during any such inspection and e�aluation. Notwithstanding the
foregoing, Co�mpany shall Y�ave tf�e right to require ti�at any representative of th�
City be escorted by a Company representative or security personnel during any
such inspection and evaluation.
4.9. Audits.
The City will have the right thraughout the Term to a�dit the iusancial and
business records and any other dacume�ts of Company that relate to the Project or
that are otherwise necessary to e�aluate Company's complianee with this
Agreement or with the commitments set forth in this Agreement, including, but
not lirni�ed to construction documen�s and invaices (collectively "Reeords").
Company must make all Records available to the City an the Land or at another
locatian in the City acceptable to both parties following reasonable advance
notice by t13e City and st�all otherwise cooperate iully with the City during any
audit.
410. Use of Land.
Tbe Land mus� be used as an I�tegrated Operations Center for Company
from and at all times following the Completion Date and o#herwise in a rnanner
that is consistent vvith the general purpases of encouraging developm�nt or
redevelopment of the Zone.
4.11. Aba�ement Annlication Fee.
The City acknowiedges receipt fro�n Company of the required Application
fee of Five Thousand Dollars ($5,000.00}. Of such amount, Two Thousand
Dollars ($2,400.00) is nonrefundable and will be used by the City for the purpases
set forth in th� Policy. If consiruction work on the Praject begins within one {1)
year from tY�e date of the Applieation, the remaining Three Thousand Da[Iar�
($3,0OO.OQ) of such fee will be credited to Company's benefit against any permit,
impact, inspection or other la�vful fee required by the City in connection with the
Page 10
Tazc Abatement Agreement between
CiTy of Fort Warth and American Airlines, Inc,
Project. If construction work under the Fraject does not begin within ane (1) year
from the date of the Appiication, Company will not receive a credit or refund of
any port'rnn of the fee. Any Appiication fee funds �at remain uncrredited as of the
Completion Date will be refunded to Company provided that, in accordance with
the Policy, Campany submits a written request to ihe City for such a refund
within ninety (90) calendar days of the CQmpletion Dat�.
5. CITY OBLIGATIONS.
5.1. issuance af Certificate of Comaletion for the Proiect.
Within ninety {9Q) calendar days follor�ring receipt by the City of the final
construction spending report for the Project, as required by Section 4.7.1.2, and
assessment by th� City of the inforrnation contained therein pursuant to Sections
4.8 and 4.9, if the City is able to �erify that Company expended at least Fifty-five
Million Dollars ($SS,000,000.00) in Construction Costs for the Project by the
Cannpletion Date, and that the Completion Date occurred on or before the
Completion Deadline, the Director wi11 issue Company a certificate stating the
aggregate amount of Construction Costs e�pencied for the Projeet, as well as the
aggregate Canstruction Costs expended for the Project specifrcally with Fort
Worth Comparaies and �'ort Warth Certified M/WBE Companies (tha
"Certificate of Comp�etion"). The Certificate of Campletion will serve as the
basis for determining whether Company met the requirements o� Section 4.1 and
th� ca�t.�nt to which Gompany m�t the Fo�t Worth Construction Commitment and
the M/WBE Construction Commitment.
5.2, Tax Abafement.
Subject ta the tertns and canditions of this Agreement, provided that (i)
Compat�y expended at least Fifty-five Million Dollars ($55,00�,000.00} in
Constructian Casts for the Project by the Completion Date, and the Corzapletian
Date occurred on or bafore the Completion Deadline, both as confirmed by the
City in the Certificate of Completion issued by the Director in accardance wi#h
Section 5.1, and (ii) New Taxable Tangible Personal Property having a value of at
least Th'srt}r-t�ree Nlillion Dollars ($33,000,000.00} was in place on the Land by
3anuary 1, 2016, as de#ermined solely by tne appraisal district having jurisdiction
over the Land at that time and reflected in the certified appraisal roll received by
the City from that appraisal district far the 2U16 tax year, Company will be
entitled to xeceive an Abatement far the 2016 tax year. The overal� percentage of
the Abatement will eyual the sum of the Overall Project Percentage, the Fort
Worth Construction Percentage, the M/WBE Canstruction Percentage, the 4veral!
Employment Percentage, the Fort Worth Employrnent Percentage, the Central
City Employment Perceniage, the Fart Worth Supply and 5ervice Percentage, and
the M/WBE Supply and Service Percentage, as defined in Sectians 5.2.1, 5.2.2,
5.23, 5.2.4, 5.2.5, 5.2.6, 5.2.7, and 5.2.8, respectively, as fallows:
Pa�e t �
Tax Abatement Agreement behveen
City of Port Worth and American Airlines, Inc.
5.2.1. Con��,letion of Project (30%�.
If (i) Company expended at �east Fifly-five MilIion Dol3ars
($SS,OOO,O�OAU) in Construction Costs for ihe Project by the Completion
Date, and the Completion Date occurred on or before the Completion
Dead�ine, as confirmed by the City in the Certificate of Completion issued
by ihe Director in accordance with Sectian 5.1, and (ii) New Ta�able
Tangible Petsonal Property having a vaI�e of at least Thirty-threc Million
Dollars ($33,00�,000.00} was in place on the Land by January 1, 2Q16, as
determined sole[y by the appraisal district having jurisdiction over the
Land at that tirne and reflected in the certified appraisal roll received by
the City frornn that appraisal district for the 2016 tax year, Company will be
�ntitled ta receive a pereentage of the Abatement equal to thirty percent
(30%) (the "Dverall Project Percentage").
�.2.2. Fort Worth Construction Cast Saendin� fiTn fo 10%1.
A percentage of the Abatement will be based on the exient to
vvhich the Fort Worth Canstruction Comrnitment, as autlined in Sectian
4.3, was met (the "Fart Wor�� Canstruc#ion Percenta�e"). Th� Fort
Worth Construction Pereentage wi11 eq�al t�e product of ten percent
{10%) multiplied by the percentage by which tY�e Fort Worth Construction
Commitment was met, which will be calcalated by dividing the actual
Construction Costs expended by the Conapletion Date wiih Fort Worth
Companies far the Project by th� number of dailars comprisi�g the Fart
Worth Canstructian Cornm,itment, as determined in accordance with
Section 4.3. For example, if Company expends $60,000,000.00 in
Construction Costs for tkae Pxoject by the Cornpletion Date, the Fort Worth
Constiuction Commitment will b� $15,000,000.00 (25% of
$60,000,OOOAO). In this scenaria, if only $12,0OO,OaO.DU in Construction
Costs w�re expended with Fori Worth Companies by the Completion
Date, the Fort Worth Construction Percentage would be 8% instead of
10°/v (or 10 x[$12 millionl$15 million], or .10 x.80, or .08). If the Fort
Wortii Construction Commitment was raef oar exceeded, the Fort Worth
Construction Percentage will be ten percent (10%).
�.2.3. Fort Worth 1VI/WBE Canstruction Co�t Snendin� !Un to 10°/�,
A percentage of the Abatement will be based on the extent tn
which th� M/WBE Constr�etion Cornrni�me�t, as outlined in Section 4.4,
was nnet (the "M/WBE Construction Percenta�e"}. The M/WBE
Construction Percentag� will eyual the praduct of te� percent (10%)
multiplied by the percentage by which the MIWBE Construction
Commitment was met, which will be calculated by dividing the actual
Construction Costs expended by the Completion Date with Fort Worth
Page 12
Ta7c Abatement Agreament between
City of ForE Worth and American Airlines, Inc.
Ce�i�ed MIWBE Cornpanies for the Pro�ect by the number of dollars
cotnprising the M/WBE Canstruction Comrnitment, as determined in
accardance with� Section �,�4, If the M/WBE Construction Cammitment
was met or exceed�d, the M/WBE Consiruction Commitment will be ten
percent (10°/a}.
5.2.4. Overall Emnlovment liTn to 1S%1.
A percentage of the Aba#emen� will be based an the extent to
which tha Overall Employment Committnent, as outlined in Section 4.S.I,
was met (the "OveraIl Employment Percentage"). The Overall
Employmani Perc�ntage will equal the product of fifte�n percent (15%}
multiplie� by the percentage by which the Over�ll Employment
Commitment was met, which will be caleulatcd by di�iding tha actual
number af Fu1l�tirne Jobs pravided and filled on the Land as of the
Completion Deadline (or such other date in the 2Q15 calendar year that is
rnutually acceptable to both the City and Company) by 1,300, which is the
n�amber of Full-time Jobs constituting the Overall Employment
Commitment. For �xatnple, if only I,040 FuII-time Jobs were provided on
the Land as of the Completion Deadline, the Overall Employment
Percentage wnuld be 12% instead of 15% (or .15 �[1,04QI1,300]}, or .IS x
.$0, or .12. If the Overall Employment Cornmitment was met or
exceeded, the Overall Employment Percentage will be fifteen percent
(15%).
�.2.�. Fort Worth Emnlovment (Up to 10%).
A percen#age of the Abatement will be based on the extent to
vvhich the Fort Worth Employment Commitment, as outlined in Section
4.5.2, was met (the "Fort Worth Employment Percen�age"}. The Fort
Worth Employment Percentaga will �qual the product of ten percant
(10%) rzaultiplied by the percentage by which the Fort Worth Employment
Commitment was mst, which will 6e calculated by dividing the actual
nuznber of Full-tinne Jobs provided oza the Land as af the Completion
Deadline (ar such other date in the 2015 cai�ndar year that is mntually
acceptable to both the City and Conr�pany) that were filled with Fort Worth
Residants by t1�e number of Full-time Jobs comprising the Fort Wor�h
Emplayment Commi�ment, as de�ernained in accordance with Section
4.5.2. For example, if Company provided 1,500 Full-time 3obs on the
Land by the Campletian Deadline, the Fort Warth Empioyrn�nt
Comrnitment would be 225 Full-time Jobs (15% af 1,500}. In this
scenario, if �nly 145 Full-time Jobs pro�ided on the Land as of the
Comp�etion Daadline were filled with Fort Worth REsidents, the Fort
Worth EmpIoyment Percentage would be 8.67% instead of 1 Q% {or .10 x
[19S/225], or .10 x.866, or .086). If the �'ort Worth Employm�nt
Page 13
Tax Abatemeat Agreement betrveen
City of Part Worth and .�m�riean Airlines, lnc.
Commitment was met or exceeded, the Fort Worth Employment
Percentage will be ten peraen# (1Q%),
S.2.G. Central Cifv E�pXov�anen� [Un to �%).
A percentage of the Abatement will be based an the extent to
which the Central City Emp[oyment Commitment, as outlined in Section
4.5.3, was met (the ��Central City Employment Percentage"). The
Central City Employmen� Percentage will equal the product af five
percent {5%) mu�tiplied by the percentage by w�ich the Central City
Enaploy�ent Comrnitrr�ent was met, which will be calculated by dividing
the actual number of Full-tirne Jobs provided on the Land as of ihe
Completion Deadline (or such other date in the 2015 calendar year that is
mutaally aceeptable to both the City and Company) that r�ere filled with
Central City Residents by the nunaber of Full-time Jobs comprising the
C�ntral City Employment Cornmi�ment, as determined in accotdance with
Section 4.5.3. �f tk�e Cent�al City Employment Commitment was met or
exceeded, the Central City Employment Percentage will be five percent
{5'%).
�.2.7. Fort Worth SuAplv and Service Snendin� (Un to 2.5%l.
A percenta.ge of the Abatement will be based on the extent to
which the Fort Worth Supply and 5ervice Spending Cammitment, as
outlijned in Section �k,6.1, was met (the "For# Worth SuppIy and Serviee
Percentage"). The Fort Worth Supply and S�rvic� Percentage wilI equal
the product af two and one-half percent {2.5%} zxiultiplied by the
percentage by whieh #he Fort Worth Supply and Service Spending
Commitment was met, which will be calculated by dividing the amount of
Supply and Service Expenditures made with Fort Worth Cornpanies
during tHe 2015 calendar year by One Hundred Fifty Thousand Dollars
($150,aao.00�, which is the number of dollars comprising the Fort Worth
Supply and Service Spending Commitment. For exazx�ple, if Company
made only $120,000.00 in Supply and 5ervice Expendit�res duri�g the
2015 calendar year, the Fart Worth Supply and Service Peircentage would
be 2% instead of 2.5% (or .25 x[$120,000/$150,000], or A25 x.80, or
.02}. If the Fort Worth SuppIy and Service Spending Coz�nrnitnaent was
met or exceedad, the Fort Worth Supply and 5ervice Parc�ntage will be
two and ane-half percent (2.5%).
5.�.8. M/WBE Suuplv and Service Snendin� (Un to 2.5°l0�.
A percentage of the Abatement will be based on the extent to
which the M/WBE Supply and Ser�ice Spending Cammitment, as outlined
in Section 4.6.2, was met (the "M/WBE Supply �nd 5ervice
Percen#age"). The MIWBE Supply and Service Percentage will equal the
Page 14
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc.
product of two and one-half percent (2.5%) muitipiied hy the percantage
by which the M/WBE Supply and Set�vice Spending Commitment was
met, wk�ich will be calculated by div�ding the amount of Supply and
Service Expenditures mada with Fort Worth Cert�ed MIWBE Companies
during the 201 S calendar year by One Hundred Twenty-five Thousand
Dollars ($125,000.00}, which is the number nf dollars comprising the
MIWBE �upply and Service Spending Conamitment. If the MIWBE
Supply and Service Sp�nding Commitment was met or exceeded, the
M/WBE Supply and Service Percentage will be two and one-half percent
(2.5%).
�.�.9. No Oft'sets.
A deficiency in aitainment of one commitment may not be offset
by the exceeding attainntent in another commitment. For exarnple, if
Company failed to meet ihe MIWBE Construction eommitment by
$S,QOOAO, but exceeded the Fort Worth Construction Commitment b�
$5,OOO.DO, the percentage of Abatement available hereunder would still be
reduced in accordance with Sectian 5.23 an accaunt oi Company's failure
to meet the M/WBE Construction Spending Commitment.
5.2.10. No Abatement Limitatiou.
The Abatement provided under this Agreement will not be subject
to the limitations specified by Section 11.5 nf the Policy.
5.3. Fee Waivers.
Company a�d its contractors will be required to apply for and receive all
permits and other licenses azad certi�cates required k�y the City with respect io the
Project. Ho�vever, because the City Council has found that development of t�ie
Zone as autlined in t�e �rdinance will help achieve the puhlic purpose of
assisting in the developmant and diversification of th� ecanamy and tlie
elimination of unemployment consistent witla Artiele 3, Seetion 52-a of the Texas
Constitution, the City hereby agrees to waive the following fees r�lated to the
Projec�. that are not credited in aceordance with Section 4.11 of this Agreement:
(i) ali building permit, plan review, inspection and re-inspection fees; (ii) all zoning
fees; (iii) all temparary encroacl�ment fees; (iv) all platting fees; and (v} all fire,
sprinkler and alarm permit fees.
Page 13
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc.
6. DEFAULT. TERMINATTON AND FAILURE BY CUMPANY TO MEET
.. , ,.. . .., ._. _.
VARIOUS DEADLINES AND COl1+IlVIITMENT�.
6.1. Failure to Cona�alete Pro
If (i} Company failed to expend at least Fifty-five Million DoIlars
{$55,000,000.40) in Construction Costs far the Project by the Completion Date;
(ii) the Complet'ron Date did nat oceur on or before th� Completion DeadIine; or
(iii} New Taxable Tangible Persanal Property ha�ing a cost of at least Thirty-
three Millian Dollars {$33,000,000.00) was not ir� place on the Land by Tanuary 1,
2016, as deternnined solely by the appraisal district having jurisdiction aver the
Land at ti�at time and reflected in the certi�ed appraisal roll received by the City
frona that appraisal district �or the 2016 tax year, the City shall have the right io
terminate this Agre�ment by providing written notice to Company without furtl�er
obligation to Company hereunder.
6.2. Failure to Submit R�porfs.
If Compa�y fails to su6mit any report or information to the City pursuant
to and in accordance with tlte provisions of Section 4.7, the City shall notify
Carapaz�y in writing. Company will have thirty (3Q) calendar days fram the date
af such notice to provide th� City with any such report or information in fu1L If
the City has nat received the report or iniarrnation in full within such �hirty (34)
calendar days, the City will ha�e the righi to terminate this Agreement by
praviding written notice fio Company without further obligation to Company
hereunder.
6.3. Failure to Pav Citv Taxes.
An event of default shall occur under this Agreemen� if any City taxes
owed by Company or an Affiliate or arising on account of Company's or an
Affiliata's vperations on the Land become delinquent and Cornpany or t�ae
Affiliate daes no� either pay such taxes or prop�rly fo[�ow the legal procedures far
protest and/or contest of any such taxes. In this event, the City shall notify
Company in writiag and Company shall have thirty (30) calendar days to cur�
such default. If the default has not been fuIly curad by such time, the City shall
have #he right to terminate this Agreement immediately by providing written
notice to Company and shaIl have all other rights and remedies that may be
avaiIable to �t under the 1a�v or in equity.
6.4. Violations of Gitv Code, State or Federal Law.
An event of default shall occur under this Agreement if any written
ci#ation is issued to Campany or an Affiliate due ta the occurrenee of a vioIation
of a material provision of the City Code on the Land or on ar within any
impro�ements thereon (including, withaut limitatian, any vioiation af the City's
Page 16
Tax Abatement Agceement between
City of Fort Warth and American Airlines, Inc.
Building or Fire Codes and any other City Code violations related to the
environmental condition of the Land; the environrnental condition of other land or
waters which is attributable to aperatians on the Land; or to matters concerning
the public health, safaty or welfare) and such citation is not paid or the recipient
of such citation daes not properly follaw the lega� procedures for protest and/or
contest of any sUch citation. An e�ent of default shall occur under this Agreernent
if the Cit� is notified by a gavernmental agency ar unit with appropriate
�urisdiction that Company or an Aifiliate, or any successor in interest thereto; any
third party with access to the Land pursuant to the express or impiied permissian
of Company or an Affiliate, or any successor in interest thereto; ar the City (on
account af the Project or the act or omission of any party other than the City on or
after the effeetive date of this Agreement} is declared to be in violation of any
material state or %deral law, rule or regulat`ron on accaunt of the Land,
improvements on the Land or any operations thereon {including, without
lirnitatian, any violatians related to the environmental condition of the Lanc�; the
enviranmental eondition of other land or waters which is attributable to operations
on the Land; or to matters concerning the public health, safety or welfare). Upon
the occurrence of such default, the City shall notify Company in writing, and
Company shall have (i) thirty (3fl) calendar days to cure such default or (ii) if
Company has diligently pursaed cure of the default but such default is not
reasonably� curable within thirty (30} calendar da�s, ihen such arnount of time that
the City reasonably agrees is necessary to cure such default. If the default has not
been fi�11y cured by such time, the City shall have the right to terminate this
Agreement immediately by providing written notice to Company and shall have
al� other rights and remedies t�at may be ava�lable it to under the law or in equity.
b.�. Knawing Ernplovrnent af Undocurnented Workers.
Cornpany acknowledges that the City is required to comply with Chapter
2264 of the Texas Go�ernrr�ent Code, enaoted by House Bill 1196 (80th Texas
Legislature}, which eelates to restrictions on tha use of certain public subsidies.
Company het�eby certifes that Company, and any hranches, divisions, or
de�rar�tments o,f Co»apany, does nat and wr`ld not knowingly empdoy an
undocumented wo�ker, as ihat term is de�ned by Sectio� �264.001(4) of the
Texas Governtnent Code. In the event that Cafrtpany, or aray branch, divisiors, ar
departnaent of Company, is convicted af a violation under 8 U.S.C. SectBon
132,4a(fi (relating ta federal criminal penalties and fnjunctioras for a pattern or
practice of'employing uraautho�ixed aliens), subject to any appellate rights thcrt
may lawfully be available to and exercised by Company, Company slaall repay,
within one hund�ed twenty (1Z0) calenda� days following receipt of w�itten
demand fro►n the City, the a»aaunt of Ahaiement received hy Camp�tray
hereunder, i, f a�y, plus Simple Inter�est ai a raie of four percent (4%) pe� annum
hased an the amount of Abateinent received as o, f December 3I of the tarY year
in which theAhatement was granted..
Page 17
Tax Abatement Agreement between
City of Fort Worth and .4merican Airlines, lnc.
For the purposes of this Section 6.5, "Simple Interest" is defined as a rate
of interest applied only to an original value, in this case the amount of Abatement.
This rate of interest can be applied each year, but will only apply to th� amount of
the Abaterr�ent zeceived and is not applied to intere5t calculated. For ea�a.a�ple, if the
aggregate amount oiAl�atement received by Cor�pany is $10,000 an�l it is required
�a be paid back with faur percent {�4%) interest fi�e years later, tlae total amount
wou�d be $10,�00 +[5 x($10,OQ0 x 0.04)], Gvhieh is $12,000. T�is Section 6.5
does not apply to convictians of any Aifsliate of Company, any franchisees of
Company, ar any person or entity with wl�om Company contracts. Notwithstanding
anything to the contrary herein, this Sect�on 6.5 shall survive the expiration or
termination of tY�is Agreement.
6.6. Sale or Convevance of Land ta a Third Parfiv.
In accordance with Section 312.2a4(a) of the Code, Company's eIigihility
for the Ab�tement is contingent on Company's ownership af the Land. Ii
Company sells or otherwise conveys record ownership of the Land to any other
person or entity, and this Agreement has not been assigned to that person or entity
in accordance with Section 10 of this Agreement, this Agreement will terminate
on the effective date of the sale or conveyance.
6,'1, General Breach.
LTnIess stated elsewhere in this Agreernent, Company shalI be in default
under this Agreezx►ent if Company breaches any term or condition of this
Agreement. In the event tha� such breach rernains uncured after thirty (30)
calendar days :Following receipt of written notice from �he City referencing this
Agreement {or, if Company has diligently and continuously attempted to cur�
following receigt af such wxitten natice but reasonably requires more than thirty
(30} calandar days to cure, tlien such additional amount of time as is reasonably
necessary ta effect cure, as determined by both parties mUtually and '1n: good
faith), the City shall have the right to terminate this Agreement immediately by
provic}ing writien natice to Campany.
6.�. Failure to Meet Construction Cost Suending, Emulovmenf, or SuAp1R
and Service 5nendin� Comrnitrnen�s.
A failure to mcet the Fort Worth Construction Commitment, the M/WBE
Canstruction Commitment, the Overall Employment Comenitment, the Fort
Worth Employ�nent Cornmitment, ihe C�ntral City Employment Commitrnent,
the Fort Wor�h Supply and Service Spending Cammitment, ar the M/WBE
�upply and Service Spending Commitment will not constitute a default hereund�r
or provide the City with thc right to terminate this Agreement, but, rather, will
only cause the percer�tage o£ Abatement available to Company pursuant to this
Agreement to be reduced in accordance with this Agr�etnent.
Page 18
T� Abatement Agreement between
City af Fart Wprkh and American Airlines, Inc.
i. INDEPENDENT CONTRACTOR.
It is expressly understood and agre�d that Company will aperaCe as an
indeper�dent contractor in each a�d every respect hereunder and not as an agent,
representati�e or empioyee of the Gity. Company shall have the exclusi�e right to
control alI details and day-to-day operations relative to the Land and any improvements
thereon and shall be solely responsible for the acts and omissians of its officers, agents,
servants, employees, con�ractors, subcont�ac�ors, licensees and invitees. Company
acknawiedges that the doetrine of �espondeat s�cperior will not apply as between the City
and Company, its offiCers, agenk�, servants, employees, contractors, subcontractors,
licensees, and invitees. Company further agrees that nothing in this Agreement will he
construed as the creation of a partnership ox joint enterprise betwee� the City and
Company.
�. INDENINIFICATION.
CONiPANY, AT ND COST TO THE CITY, AGREES T'O DEFEND,
INDEIVINIFYAND HOLD TH� CITY, ITS OFFICERS, AGENTS S`ERYANTS AND
EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS,
ACTI'ONS, COST`S A1VD EXPENSES OF ANY �IND, INCLUDING, BUT NOT
LIMITED TD, THOSE FOR PROPERTY DAMAGE OR L�SS (IIVCLUDING
ALLEGED D�GE OR L05S TO COMPANY'S B�SINESS AND ANY
RESULTTNG LOST PROFITS) AND/OR PERSQNAL INJURY, INCLUDING
DEA7'H, THAT MAY RELATE TO, ARISE �UT OF OR BE OCCASIONED BY (i)
COMPANY'S BREACS OF ANY OF THE TERMS OR PROVISIONS OF TAIS
AGREEMENT OR (if) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL
MISCONAUCT OF COMPANY, ITS 4FFICER,S`, AGE.NTS, ASSOCIATES,
EMPLOYEES, CONTRACTORS (OTHEIt THAN THE CIT� OR
SUBGOIVTRACTORS, RELATED TO THE PROJEC7; THE LAND A1VD A1VY
OPERATIONS A1VD ACTIVITIES THEREON; OR THE PERFORMANCE OF
THIS AGREEMEN7' OTHERWISE.
9. NOT�CES.
All written natices called for or required by this Agraement shall be addressed to
the following, vr such other party or address as either party designaies in writing, by
certified mail, postage prepaid, ar by hazad delivery:
Pege 19
`Tax Abatement Agreement between
City af Fort t�Vorth and Amerioan Airiines, Tnc.
c�ry:
City af Fort Wartk�
Attn: City Manager
10Q0 Throckrr�orton
Fort Warth, TX 76102
with copies to:
the City Attarney and
HousinglEconomic Development Dept.
Directar at the same address
10. ASSIGNMENT A1�1D SUCCESS�RS.
Company:
American Airlines, Inc.
Arin: Suzanne Turner
4333 Amon Carter Blvd.
Fort Worth, TX 76155
American Airlines, Inc.
Attn: Dave Lewis
4333 Amon Carter Blvd
Fort Vi+'orth, TX 76155
Gompany may not assigr�, transfer or otkaerwise convey any of its rights or
obligations under this Agreement to any other person or entity withou� the priar consent of
the City Councxl, which cansent shall not be unreaso�nably withheld, conditioned on (i) the
assignee or successor will own ihe Land, all improvernents located on the Land and all
New Taxable Tangible Personal Praperty; (ii) the prior approval of the assignee or
successor ar�d a iinding by the City Go�zncil that the proposed assignee or successor is
financially capable of ineeting the terms and conditions of this Agreement; and (iii) prior
execution by the proposed assignee or successor of a written agreement wit1� the Ciiy under
which the propos�d assignee or successor agrees ta assume and be bound by all covenants
and obligations of Company under this Agreement. Any 1a�Ful assignee or successor in
interest of C�rnpany of alI rights under this Agreemez�t shall be deemed "Company" for all
purposes under this Ag�reement. Notwithstanding the abova, the City hereby agrees and
consents to any rnerger, stock transfer, asset transfer, or other internal corporate
restructuring af Company (including, without limitation, that involving American Airlines,
Ine. and American Airlines Group, Inc. (°LAAL") andlor any otl�er wholIy-owned
subsidiary or subsidiaries of AAL or similar internal restructuring within Company's
arganization) (an "Internal Restrueturin�") and any related assigr�ment or transfer of this
Agreernent that m.ay occur or may be deemed to occur as a res�lt of any sucb Internal
Restructuring, and the City waives any right it may have ta terminate, amend or modify this
Agreement and azay claim of breach or default hereunder in each case arising directly �n
connection with or as a result of any such Internal Restructuri�gs.
11. COMPLxANCE WITH LAW�. ORDINANCES. RULES AND
REGULATIONS.
This Agreement will be subjeci to alI applicable federal, state and local laws,
ordinances, rules and regulations, including, but not limited to, all provisions of the
City's Charter and oxdinances, as amended.
Page 20
Tax Abatement Agreement between
Cify of Fort WorFii and American Airlines, Inc.
12. GOVERNMENTAL POWERS.
It is understood that by �x�eution o� this Agreement, the City daes not waive ar
surrender any of its governmental pawers or inamunities.
13. SEVERABILITY.
Tf any provision of this Agreement is held to be invalid, illegal or unenforceahle,
the �alidity, legality and enforceability Qf the rer�x�aining provisions shall not in any way
be affected or impaired.
1�. NO WAIVER.
The failure of either party to insist upon the performance of any term ar provision
af this Agreement or to exercise any right granted hereunder shall nat constitute a waiver
of that party's right to insist upon appropriate performance oc ta assert any sueh right on
any future occasion.
1S. VENClE AND �URISDICTION.
If any action, whether real or a�serted, at law or in equity, arise� an the basis o�
any provision of this Agreement, venue %r such action shall lie in state courts located in
Tarrant Couniy, Texas or the United States District Court for the Northern District of
Texas — Fort Worth Division. This Agreement shall be constru.ed in accordance with the
laws of the State of Texas.
1G. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the bene�t of the
City and Campany, and az�y lawful assign or successor of Campany, and are not intended
to create any rights, contractual or otherwise, to auy ather person or entity.
1 i. INTEIZPRETATIOI�T.
In the event of any dispute over the meaning oe application of any proviston of
this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither
more strongly for or against any party, regardless of the actual drafter of this Agreement.
In the event of any conflict between the body of this Agreement and the Application, the
bady of this Agreemant shall eontrol.
Page 21
Tax Abatement Agreement between
CiTy of Fort Worth and American Airlines, Inc.
1�. CAPTIONS.
Captions and headings used i3n this Agreernent are for reference purposes only and
sha11 not ba deem�d a part of this Agreement.
19. E1iiTIRETY �F AGREEMENT.
This Agreement, in�luding any ea�hibits attached hereto and any documents
incorparated herein by reference, contains the entire understanding and agr�ement
between tf�e City and Company, and any lawiul assign and successor af Campany, as ta
the mattees contained herein. Any prior or contemporaneous oral or written agreem�nt is
hereby declared null and void to the extent in canflict with any provision of this
Agreerraent. Notwithstanding anything to the contrary herein, this Agreement shall not be
amended unless executed in writing by both pat�ies and ap�proved by the �City Cou�cil of
the City in an open meeting held in accordance with Ghapter 551 of the Texas
Government Cade.
20. COUNTERPARTS.
This Agreement may be executed in multiple counterpa�ts, each of which shalZ be
considered an flriginal, but all of which shall constitute one instrument.
21. BONDHOLDER RI�HTS.
The Project will nat be financed by tax increment boncis. This Agreement is
subject to the rights oi holders of outstanding bonds of fi.�e City.
22. CQNFLICT� OF INTEREST.
Neither the Land nor any iraproverr�ents thereon are owned or leased by any
member of the City Council, any memher af ih� City Plan or Zoning Commis�ian or any
member of the governing body o� any taxing unit with j urisdiction in the Zon�.
EXECUTED as of the last date indicaied below:
ISIGNATURES I11��IlVIEDIATELY FOLLOW ON NEXT TWO (2) PAGES]
1'age 22
Tax Abatement Agreement 6etwaen
City of Fort Worth and American Airlines, Inc,
� �!
��,
CITY OF FORT WORTH:
. - �
gy; '. v � - �-� �---- �
Fernando Costa
Assistant City Manager
DAtB: /! i � J r-f'
APPROVED AS TO FORM AND LEGALITY:
� - — .
By: . � .�. "�
Peter Va1cy
Deputy Ciry At�ornay
M&C: C-26830 06-10-14
STATE �F TEXAS �
COUNTY OF TARRANT §
ATTEST:
, ' ���
By: � (.�'` � -
anae: ' � � y � � v
Tatle: � ti CVL � �-�. -
Date: �.' �� t' ���%
BEFORE ME, the undersigned authority, on this day personally appeared
Fernando Costa, Assisfiant City� Manager of the CITY OF FORT WORTH, a
municipality arganized under the laws of th� Sfate nf Texas, known to me to be the person
and officer whose name is subseribed tv the facegoing instrument, and ackno�rledged to me
that the saxxie was the act of the CITY OF FORT WORTH, that he was duly authorized to
perform the and that he executed the same as the act of the CITY OF FORT WORTH for
the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this � day of
� !"r , 2� 14. -
.
i ,�-� �,� �' 't�-C.�y
otary Public in and for
State of Tex�
1�f�" � ���
Notazy's Printed Name
Page 23
Tax Abatement Agreement between
City of Fort Worth and American Airlines, Inc.
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� � - ,`ary � �� ��xas
a. • My C � ,pires
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I ��i���i1� }Q��'svlR�
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AMERICAN AIRLINES, Il�TC.,
a Delavvare cq�por io�
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F�
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By: _
Name: '�hQ I -. � n-: y� ..
Title: . � ���,�e,�v,m��,�. �- ��rpo�� A-�F�'o,� rs
�
Date: '�� ),� � �'
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, an this day personally appeared
, of AMER.�C.AN .�.XKL�NES,
INC., lrno�n to m� to be tl�e person whose name is subscrib�d to the foregoing instrument,
and acknowledged to me tha# �/l�e executed the sarne far the parposes anc� consideration
therein �xpressed, in the capacity ther8in stated and as the ac� and deed of AMERICAl�T
AIlZLIl�TES, INC.
_�'rIVEN UNDER MY HAND
.� ... -.D � . , 2014.
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�� �" � f
Notary Public in and for
the State of ?
,-, � "
�-IYt� u � �, r ,
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Natary's Priz�ted Na�me
AND SEAL OF OFFICE this ���.:�. ,�' day of
- . �,�.����"�
ERWRFt� _
Kotar! public
' 3'iATE � Ma�o3, a8s5 �'
NIY Gomm: ExP� , � ,.. �
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Page Z4
Ta�c Abatement Agreement 6etwean
City of Part Worth and American Airlines, Inc.
��i����� c�,o,,,
��o����v ���c�i��io�
DE5CR7PTION, of a 6.086 acre tract of land described in situated in the A. J. Hui#t Sur►►ey, Abstract No. 7q9,
�arrant Co�nty, Texas and being a�art of Lat 1, Block 1, American Airlines Addition, an addition to the City of
Fo�t WorEh, Texas according to the plat recorded in Volume 38$-45, Page 97 of the Plat Records of Tarrant
County, Texas; said tract being part of that tract of land described in Warranty Deed to American Airlines, Inc.
recarded in Volume 4444, Page 599 of the Deed Records of Tarrant County, Texas; said 6.Q86 acre tract
being more parfiiculariy described as fallaws {bearing system based on a bearing of 5outh 89 degrees, 57
minutes East for tha south righ�-afi way lin� ofi 5tate Highway No. 183 p�r deed recorded in Vofume 5474,
Page 96 nf said �eed Recards):
COMMENCING, at a TXDOT monument found in ihe south right-of-way line ofi Stats Highway No. 183 (a
variable width right�af-way); said point being South 89 degrees, 57 minutes, DO seconds East, a distance of
219.10 feet from the north end of a right of-way corner clip at the intersectian af the said south line of State
Highway No. 183 ar�d the east right-af-way line of American Boule�ard (a �ariable width right-of-way); said
point alsa being the beginning of a curve to the right;
THENCE, in a sautheasterly directian, afong the said south line o# State Highway No. 183 and alang
said curve to the right, having a central angle af OS degrees, 30 minutes, 12 seconds, a radius of
2,844.79 feet, a chord bearing and distance of 5outh 86 degrees, 41 rninutes, 54 seconds East,
322.73 feet, an arc disfiance of 322.90 feet to a point;
THENCE, South 06 degrees, 33 minutes, 12 seconds Wes�, departir�g the said south li�ne af 5tate
Highway No. 183, a distance of 225.99 fe�t to the POINT OF BEG[NNING;
THENCE, South 87 degrees, 59 minutes, 5�4 seconds East, a distance of 253.48 feet ta a point far corner;
THENCE, South 33 degrees, 55 minutes, 34 secands East, a distar�ce af 128.23 f��t to a point far corner;
THENCE, South 12 degrees, 06 minutes, 05 seconds East, a distance ofi 192.79 feet to a point for corner;
THENCE, South 01 degrees, 27 minu�es, 33 secands West, a distance of 133.92 feet to a point for corner,
THENCE, South 88 degrees, 35 minutes, 35 seconds East, a distance of 50.�7 feet to a point for corn�r;
THENCE, South 00 degrees, 22 minu#es, 01 seconds West, a distance of 19.62 feet to a point far corner;
THENCE, North 88 degrees, 35 minutes, 51 seconds West, a distance of 48.81 feet to a point for corner;
TH�NCE, South 10 degrees, 29 minUtes, OQ seconds West, a distance of �2Z.91 feet to a point for comer;
THENCE, 5out1� 20 degrees, 03 minutes, 49 seconds West, a distance of 109.50 feei to a point for corner;
THENCE, North 87 d�gr�es, 59 minutes, 54 seconds West, a distance of 4p4.23 feet to a point for corner;
THENCE, North 01 degrees, 07 rninutes, 34 seconds East, a distance of 200.63 fieet to a point for corner;
TH�NCE, North 33 degrees, 3Q minufes, 39 seconds East, a distance of 54.53 feet to a poinf for corner;
THENC�, North QO degrees, 56 minutes, 44 seconds �ast, a distance of 103.75 fieet to a point for corner;
THENCE, North 33 degrees, 04 minutes, 21 secands East, a distance of 6�.72 feet to a point for corner;
THE�VCE, North 00 degre�s, 57 minutes, 56 seconds East, a distance of 114.49 feet to a point far corner;
Page L of2
THENCE, Narth 33 degrees, 33 minutes, 15 seconds East, a distance af �0.92 feet to a point for corner;
THENCE, North 4D degrees, 56 minutes, 44 seconds �ast, a distance af 109.32 feet to the POINT OF
BEGINNING;
CONTAINING, 265,084 square fi��t or 6.D86 acres of land, mare or less.
At the public hearing, interested persons will be entitled to spEak aboufi or present e�idence for or against
designation of such property as a tax abatement reinvestment zone. Following closure of the public hearing,
the City Council will consider the adoption of an ordinance that designates ihe above-described property as
Tax Abatement Reinvestment Zone Number Eigh�y-Nine, City of Fort Worth, Texas.
For additional infarmation, contact the City's Hous€ng & Economic Develo�ment Department by telephone at
817-212-2663 or in writing at 1D00 Throckmorton Street, Fort Warti�, Texas 761�2.
Page z of z
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�m�ri�an Airlines
Adjacent to 4700 American Blvd
F or� Wor�h, Texas 7615 5
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Copyright 2014 Cify of FortV�orth. Unauthorizecf reproduction is a violaUon nf applicable laws. This product is far informatiottal purposes and may not have been prepared
%r or be suiFahle for legat, engi�eering, or surveying purposes. It daes not represent an on-th�ground survey and represents only tha approximate relative location of
praperty boundarica. The City of Fprt Worth assumes no responsibility for the accuracy af said data. �
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i�ousin� and ��onorr�ic �ev�l�pment
�u�ine�� ��velopr��n� �i�isio�
1 � �0 S��uth �r��way
�or� Vllo�tl�, iexa� 7�104
t�1 �) 212�266�
� r�u�r � LiV� H��Ji iGd[icaii
1. C�I�flPAf�Loll�0i3BAAilOR�
Company Name: American Air{ines, Inc.
Company Address: 4333 Amon CaRer Bl�d.
City: Fort Worth
Contact Persan. Chuc� Allen or Suz�nne iurner
Telephone Number: 8978312395 or`$179B7108;
State: TX
Date:
Zip: 76155
TitlelPosition: MD-Ga�# AfFrs, pir-Real �state
Mobile T€I�phane Num�er: 7049Q541 QO or 9448086557 Fax Number; none
E-Mail Address: chuck.allen�aa.com or suzanne.tumer�aa.com
Com��ny Ownershfp (ch�ck on$}: � Pubfic irad�d Stock � Privately Held
Form of Busin@ss (choose ane}; Corparakion
How long has the company been in operat(on {Years)? 80¢
Describe the company's prinaipal businees (attach additional sheets as nece�sary):
AA (American Airlines, Inc,) is a majar U.S. airfine h�adqu�art�red in �art Warth, Texas. It operates an extensi�e
international dnd damesttc network, wi#h sc'heduled flights thraughaut North America, th� Caribhean, Sauth Amsrica,
Europe, and As�a carrying passengers and cargo.
�. P��J�Ci 1114r�F�14�Ai10�
Far rea! estate projecfs, please include belaw the project concepf, project benefits arrcl how the projsct r�Iates to existing
cammu�rlfy plans. A rea! estate p%ject !s one fhat lnvotves fhe consiructlon or renovairon of real praperiy ihat wi116e either far
�sase or tor sale. Any lncer�iives graen by the Ci#y should be considared anly "gap" iinancr'ng and s�ould not be considered a
su6sfrtute for debt and equity. ffoweY�r, �h� Gfty !s ur�c�er n� a�lr��tian td prc�vide ga� frn�ncJng fust L��caus� ���p
exists. !n arder for a properfy owrrer/developer io ba e!lgi6le b recerv� rncentives andlor tax a�aternenf for a project, the
pro�terty ouvner/developer:
A. Must complete and suhmrt this appllcation and the applicafion fee to the C[ty.�
B, �wner/develape� or ownarldevele��r`s principa�s must nof be del�raquent in paying property taxes
for any property owned in Fo�f Worfh;
C. Qwne�/devefoper ae awr�erldee+e�op�r's pri�cipel$ must noi have sv�r beert sub1ect to the Cl�y af
For� 1d!(orih's Bcrllding 5tandards Commission's R'�vfeuv;
D. Ownerl�levalo�er or �wr��rldevelop�r'� princlpal� musi nof have �Iny City of Fort Wo�th liens files
agarnst any ofher property ouvnea� by fhe ap�licant praperfy owner/developer. "Liens" lncludrng, but nnt
limlted to, weed !lens, demolifion lie»s, board-up/open structure Rerrs and pavrng llens.
For b�sfness expansions projecfs, ple�se include befow services pravrded or producis manufactured, mafor c�stomers arrd
lor,�tions, etc. For �uslness exparrsrora proj�ct rnvalving tha �urchase arrd/or construotian of rea! esiafe, ple�se arrswer a!1
that appl y.
Type of Project {choose one); CommerciaEllndustrial
nescriF�e the company's plans for expanding or locating in Fort Warth {atiach additional sheets as nec�ssary):
AA owns �r is und�r contract to purchase property located c�djacent io the Southern R�ser�atians Office [SR�) at
470Q American BouEevard, �ort Wort#�, Texas, i615�. Campany will rec�evelop and use the property far t��
location o� its Integrat�d �perations Center, which is the command locat€on for all flight actt�ity in the carnpdny on
a systsm wide scope.
Pag� 2 of 5
____.._ �."_ ��.��...� �r�..+..�.... �v �ry rv� rv� i���� r�� ���v �✓� V�J44VM 1 VI W Y��I� LI I tuV��«y �44lGVf 1 GV1l�411V11Q1 �711GGt0 QO RIGVG'J�iQI y1�
TFie cent€r pravid+as flight plans including route instructions, alternative destinations, fuel, passenger and oarga laad
configurations as well as fligl�t and aircraft tak� off sef#ings. lt will alsa provide services ior passenger re-accommodatian,
flight crew scheduli�g and airoraft routing for maint�nance during abnormal operations. Staff will engage with the air traffic
control organiz�tions in ev�ry country served by AA.
Area (Square �eet) Requirements:
(a) Office 949,000
(b) Manufacturing
(c) Warehousa
(d} Shawroom/1Retail
(e} Other
Total Area (a+bYcYd+e): 149,�00 SF
Is the company expanding its exisking local aperations or relflcating its operations fram samewhere els� to aur ar�a?
� �xpa�sian
j,i Relocatlfln If relocation, wher� is the com�any currenily located7 �art Worth, iX and Pittsburgh, �A
Does the oompany plan to lease ar own kh� facility in Fart Wo�th? � Lease �✓ 4wn
If the company is planning kn lease space in Fprt Worth, what is the leass t�rm7
Wilt the fac9lity be built or do�s tt�� facility ai�eady exi$t? � New �' �xisting
If the company is occupying an existir�g faciEity, what is the addr�ss?
If the company ls eanstrucking a n�w facility, what is t�e approximate iacativn or address of the sfte?
close to 47 American Blvd, Fort Worth, TX 76155
If the campany is constructit�g a new �aci{ity, v,rhat is the anticipated date far commettCement of construction? Summer 2Q14
Anticipated da#e for company to move into the facili#y: 9l301�0� 5 or �arlier
G�veloorn�nt reau��� 4h�4 wlll k���sous�h4 fow the �roiect (�el�cQ �fl fih�t apqlvl:
j7' Replat
r Re�oning �urrent Zoni�g: Requested �aning:
r" Variances If yes, please describe:
� I]owntown D�sign Review Board
j�' Landmaric Commission
F�eal ��F�t� de�elon��n�,
•'f. Current Assess�d Valuation oi: Land $ Improvements $
Tatal Siz� of Project: 149,000 SF
Total Capital Investment: $ ��,000,00�
HaPd Cp1lStftlCtion Costs: $ 55,oaa,000
2. For mixed-use projects, please list square faotag� #or each use:
Page 3 of 5
1. 8usiness Persnnal Property
Total investment on equipment, rriachlnery, furnishing, etc.: $ 33,OOQ,p00 � Lease r' purchase
��stimated #axable value af equipment, m�chin�ry, furnishing, etc.; � 33,OOO,QOD
'�Thls ls the value that wfI! 6e on the fax rolls whfch lndudes a1! tanglble property.
2. Ir�ventory and Supplies
Value of Inventory: $ 0 Vafue af Supplies: $ 514,0�0
Pereent of inventary eligibl� for Freeport �xemption (in�entory, exported from T�xas within 175 days) 0 �
�I�lV�' AN� ��B CR�O�,
�por� D�v��a�n�p�
1. How many persons �r� cufrently employed7 800
2. What percent of current emp�oy�es above are �'nrE Worth �sidents?15 g�
3. What percent of current employ@�s abov� are Central City residents7 � �
4, �lease cornplete the following tabie far new Jobs to be created fram direot hire by applicant.
First Year By Fifth Year I By Tenth Year
�.-
�.cbs�b�v � ; � Tt�J�`''. ��',�4,0._� - � r �,
LessTransfers* 500 540 500
Nel�aki� - _ --- -
46 af Net Jobs to be 4111ed by
Fort Wvrth Resldents
� .�il���� I — -
* If any employees will b� kransferring, please describe fram where they wiEl be transferring.
Please attach a desaription of the jobs fo be cr�ated, tasks to be perferrned for each and wage rate for each
classification.
5. Does the company provide tne follawing ber�efits: �✓ Refirement �✓" Health � Dental � Domestic Partr�er
6. A�erage wage paid ta employees to 3�� located at �ort Worth �acility; � B0,89�4
4.INC�ePlilV i�
Inceniiv�(s) R�q�a�sied: �T iax Abatement �" Chapter 38Q �conomic ��v�€opmgnt F�rngram Grant
Do you intend ta pursue abatemertt of County taxes? � Yes � No
Whak I�vel of abat�ment will you request: Years? Percen#age? %
�OCAL C��iI�IVAL�WTS
pupina [;anst�uc�inn
What percent of the canstructfon costs described under Real �state D�velopment will be committ�d to:
�or# Worth busin�sses? 25 %
For� Worth Certified Minority and Women Business �nterprises? 2� %
Page 4 of S
Re�arding �iscretionary su�oiv � senrica exp.�n_�es (i,e landscaping, office or manutacEuring supplies, janfta�ial sen►Ioes, eic; no uiiliiies):
1. Wl�at is the annual amolint of discretionary supply ar�d servlce expenses? ��14,Q00
2. What percentage wilf b� commltted to F�ort Wnrth businesses?30 a/a
3. What percentage wlll be committed to �art Worih Certified Minority and Women �usi�ess �nterprises? 25
, Provid� company cont�ct infc�rm�tton gow �he pu�ch��ing pe�re�ent�ti�� if �n�w�.
Ranny Sklnner
�17-9Si-5i�2
Ftan ny. S[cinner[c�aa.com
%
�ISC�B allRl��
is any p�r�°�an er iirm receiving �ny fvrm aP campen��tion� �ommis�lon or s�f��p rr�►�reei�ry Fien��ii bss�d gn t�� level
of inc�ngiv� �bt�in�d by ihe� �ppfic�n� fr�am the Ci4y of �oe� �arth7 If y�s, pl�a�@ explai� �ndlor ��t��h cfei�fla.
Th�se docum�nts must be submitted with #he application, otherwise the appfication will be deemed incampl�te and r�iil nat be
revi�wed:
a.} Attach � site plan of the project.
b,} Explain why incentives are necessary for th� succ�ss of th1s projeat. Include a bu�ir�ess prn-forma ar oth�r
documentation to substantiate your requ�st.
c.) D�sc�ib� any enviranmental impacts associated with thfs project.
d.) Describe th� �nfrastructur� improv�ments (wat�r, sewer, streets, stc.) th�t will be cons#ruct�d as part of this
project.
e.) Describe any direct benefits ta the City of �ort Worth as a result of this proj�ct.
f.) Attach a legal descrlptfon or surveyor's certifisd m�tQs and bnunds �escrfption.
g.j Attach a copy of th� most recent property tax statement fram the appropriate appraisal diskrict for ail parcels
invalved in the praject.
h,) Attach a descriptian of the jobs ta b� cre�ked (technician, engineer, manager, efc.}, tas�Cs to be perFormed far
each, and wage rate for �ach classii�cation,
E.) Attaah a brief descrlption of the employe� b�ne�t pack�ge(s) o�er�d (i.e. h�alth fnsurance, retirement, public
transportakian assistanc�, day care provisiarts, etc.) including po�ion pafd by employee and emplayer
respectively.
j.) Attach a pian �r tfi� utilizatifln of Fort Wor#h Cartified MNUBE companies.
k.) At�ach a listi�g of th� app�lcant's Board of �irector's, if appliceblo.
I.) Attach a copy of Incorporation Pap�rs n�ting all principals, partn�rs, �nd agents and all Fo�t Vl�orth properti�s
owned by each,
Th� c�m��ny is r��pvnsib�s far p�yin� ��,u0e as an ap�fic�tion fixa. If *,#�s a�pfic�tion i� wiEt�d�awn ��f�re me pr�,��ct i�
prese�ted to City Council in Ex�cutiv� S�sio�, th� fee Is ref�n�d. Up�n pr��ent�x�on to Ciry �ounctl in (�pen Seasion,
$�,OOQ is non-r�fund�ble �nd is �ppli�d ta ofFse# co�ts i�aurrad by th� Howsing and �conomlc ��,V�iopm�n# D�partm�nt.
Upan apprad�l by City Gaunnil, the bafartce af a3,0�i4 can b� ct�dit� towards r�quir�d buflding permi�, insy�cfians faes,
rep�atting f�e, and ot��r costs of daing busin�ss witH the City rei�tsd tc� th� d�v�iopm�n#. Any unu�ed cr+�dit bal�nc� upon
campletion nf th� �pro��ct wiil b� ref�nd�d upan reque�t from th� campany.
an behalf of th� applicant, I certEfy the information contained in this application, including all attachments tv be tru� and
carreat. 1 furth�r esrtify that, an behalf af th� applioant, I hawe read t�� curr�nk lncgntive Policy and all ath�r pertir�en# Ciry oi
Fort Worth policies and I agree wikh the guidelir�es and Criteria state tfi�erein.
F'rinted Nam�:
Signature:
C ck�jlen 1
:
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�.r
Tikle: Mn - Gorrernment AfFairs
Date; Jun �i, 2014
Page 5 of 5
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Necessitv for the Incen�'rves
The IOC (Integrated Operations CenterJ will be a new �Ouild�ng housing aver 1,000 employees. The
proximity to the Hq �uildin� is not of paramount importance as wvi#nessed by the legacy US Airways
center being lacated in Pittsburgh, PA and the main offices focated in Tempe, AZ.
Se�eral cities expressed interest in Iocating and providing incenti�es when the US Airways center was
being considered. We expected nothing different as the center will ernploy a professional group with
wages significantly higher than rnost competitive areas.
Far this project, our initial plan was to expand the current facility. That direction was abandoned and a
site for a new 6uilding began. The city of Fort Worth has been a great partner for many years and wher�
it became fcnown that an incenti�e program was a�ailable, our ehvice was clear.
C. Describe any en�ironmental impacts associated with fhis project.
The current project will be designed with back up power generatars that are only utilized when
there is a powerfailure from the current campus utility plant, or required maintenance. They
will be designed and con�tructed in compliance with EPA r�gulations regarding diesel power
generatian equipment.
The current foatprint of the building will be located within an existing parking lot. The additional
green space around this fiootprint will reduce the impervious cover and not requirE additional
storm water drainage.
D. D�scribe the infrast�ucture impro�ements (water, sewer, s�ree�s, e�c.) that will be construcfed as part
of this project.
Primary utility service will come firom the current campus utility plant. Furtherrnore, the exist9ng on
site infrastructur� of the surrounding campus (sanitary, storm, IT, power) is adee}uate for ba�k
up impro�ements, therefore no new offsite utilities are required. The current building will fall
within an existing parkir�g lot and wi11 not require any new streets,
E. Describe any direct benefits to the City of Fort Worth as a result of this praject.
The project uvifl pro�ide �he area with more than 1,000 high quafity jobs and establish a significant
tax base #rom the capital investment.
6.086 ACR� TRi4Gi
Part of Lat 1, Blac� 1, AmerEcan Airlines Addition
A. J. Huitt Survey, Abstract No. 709
City of Forf Warth, Tamant Counfy, Texas
DESCRIPTION, of a 6.086 �cre tract of land described in situated in the A. J. Huitt Survey,
Abstract No. 709, Tarrant Coun#y, Texas anc! being a part of Lot 1, Blocic 1, American Airlines
Additian, an addition to the City of Fort Worth, Texas according to the plat racorded in Vafume
388-45, Page 97 of the Plat Records of Tarrant County, Texas; said tract being �art of that tract
of land described in Warranty Deed ta American Airlines, Inc. recorded in Volume 4440, Page
599 of the Deed Records of Tarrant County, Texas; said 8.086 acre tract being mare particularly
cfescribed as follows (bearing system based on a bearing of 5outh 89 degrees, 5i minutes �ast
for the south right-of-way line of State Highway No. 183 per deed recorded in Volume 5474,
Page 96 of said Deed Records):
COMMENCiNG, a# a TXDOi' monument faund in the south right-of-way line of State Highwa�r
Na. 183 (a variable width right-of-way}; said point being So[ath 89 d�gr��s, �7 minutes, 00
seconds East, a distance of 219.10 feet from the north end of a right-of-way corn�r clip at the
intersection of th� said south line of State Highway Na. 183 and the east right-of-way lin� of
American Boule►rard (a variable widti� right-of-way}; said point also being the beginning of a
curve to the rig�t;
THENCE, in a southeasterly direction, along the said south line of State Highway No.
183 and along said curve ta the right, ha�ing a central angle of 06 degrees, 34 minutes,
12 seconds, a radius of 2,8�44.79 feet, a chord bearing and distance of South 86
degr�es, 41 minutes, 54 seconds East, 322.73 feet, an arc distance of 322.90 feet to a
point;
THENCE, 5auth 06 degrees, 33 minutes, 12 s�conds West, depar{ing the said south
line of State Highway No. 183, a distance of 225.99 feet to the POINT OF BEGINNING;
THENCE, Sauth 87 degrees, 59 minutes, 54 seconds East, a distance of 253.48 feet to a point
for carner;
THENCE, South 33 degrees, 55 minutes, 34 seconds �ast, a distance of 128.23 feet to a point
for corner;
THENCE, South 12 degrees, Q6 minutes, Q5 seconds East, a distance of 192.79 feet to a point
far corner;
THENCE, South 01 degrees, 27 minutes, 33 secon�s West, a distance of 133.92 feet to a point
for comer;
THENCE, South 88 degrees, 35 minutes, 35 seconds East, a distance of 50.17 feet to a point
for carner;
THENCE, South QO degrees, 22 minutes, 01 seconds West, a distance of 99.62 feet to a point
for corner;
THENCE, North 88 degrees, 3� minutes, 51 seconds West, a dis#ance of 48.81 feet to a point
for corner;
THENCE, South 10 degrees, 29 minutes, 00 secands West, a distance of 122.9'[ feet to a point
for corner;
She�t 9 of 2
�.o�� Ac�� ��ac�
{continued)
THENCE, South 20 degrees, 03 minutes, 49 seconds West, a distance of 109.50 feet to a point
for corner;
THENCE, North 87 degre�s, 59 minutes, 54 seconds West, a distance of 404.23 feet ta a point
#ar carner;
THENCE, North 01 degrees, 07 minufies, 30 secor�ds East, a distance of 20�.63 feet to a point
for corner;
THENCE, North 33 degrees, 30 minutes, 39 seconds East, a distance of 54.53 feet to a point
for corner;
THENCE, North 0� degrees, 56 minutes, 44 seconds East, a distance ofi 1�3.75 feet to a point
for comer;
THENCE, North 33 degrees, 04 minutes, 21 seconds East, a distance of 60.72 feet to a point
for corner;
THENCE, North 00 degr�es, �7 minutes, 5fi secands East, a distance of 114.49 feet to a paint
for corner;
THENCE, North 33 degrees, 33 minutes, 15 seconds East, a distance of 50.92 feet fo a point
for corner;
THENCE, North �0 degrees, 56 minutes, 4�4 seconds East, a distance of 109.32 feet to the
POINT O� BEGINNING;
CONTAINING, 265,084 square feet or 6.086 acres of land, more or less.
5heet 2 of 2
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Wo�fkgu�oup Salary Ranges �ffecti�� D��e�ber �, 2�� 3
Sta�t��� r�gula�- p�y r��e - $3�,62
IMa� ��ay �a�� - $36.7�
� Ec��p�oyees are �I�g�ble fo� a$5.00 p�r h��ar locense ��e�ourm if t�e� hold G���h �FP� /�ir�r�r�ne a��l
FAA �ovve�- Pla�� �i�e�s�s.
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• IE�rop��yees �aBl B�a�� ��nge�� �`y 1����iu� ���le� �� �h�i� r�gu�a�r� ��te per �o�r o�r $.2� ���s upa�
c�rm�le��ng 17 years of servi�e a��o �� $.3� ����s p�r I��ur up�n co�rap��ti�c� 2� yea�-s of s�rvice.
�Ec�ploy�e �en��it o���rr�natioc� �isti�� �G�e ��a��h 13��e��s o�p�c�ns a�dl ��sts ar�d $u�ecSa�e� 4��1 ��C�
ofi���i�€�s wo�h up t� 5.5°/a ������y nnatc� �an be f�u�d� a�sins� ►�wr r��.aa �,�r�
� C����obute th�o�g� c�n�e�o�nt �ay�oQ� d�duc�oons
o Sa�� �Go� t�e fa.��r�re on a b�fo�e-ta�c b�sis
o�4edl�c� yo�� ��xes �� r�e��r�r�a�nt �by r�aki�� l��th 4�01 ��c� a��ter-�ax cort�����a��i���
o�ec�i�e a�p �� 5.�% e� �ormp��y rm�t�B�o�g ��ntri�a�to�ns v�rh�r� ya� �e�orr�e e�igib�e
fL�A a��� ��S c�r��ribut�dl $37� r�nil�i�n anc� �m���oy�es c�nt�-ib���� $437 rmi�lio� t� ��� 4�� (k� �la�s i�
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'- �dfl c;r' .F , �ilE.' _.�i.-li:: p�c�Cay�- tF��,t m�_ ' hl !f �� i � ;III• �i - -�`+. 1 e��t.. .b �u�t� �T,
` a�.�f- --•i �' , ; �ngin� �eneffis:
e Medical, �enfal an� �ision co�erage
m Health Spending Accaunts and Flexible Sper�ding Accaunts to help yau co�er the
cost af eligible health care and dependent day care expenses
• L�fe, accident and disability co�erage
o Tax-advantaged retirem�nt savings through our $uper $a�er 40� (�C) Plan
• Other benef�ts, such as auto and home, and group legal insurance
W� al��► ��I .r n,''�,,.:�t4 �� ,��r aw�r�l-winnin� w�lir�- .•�Ua� ���,, to i��l� yu� liv�
hr- lt� i=r C;�d�,y for a better tomorrow.
Thes� r:�t�� ��p1Y ir� ail '���H--�in�g �mpldy�e�,
�Cmployee Emp�ayee * 5pousel Employee �amily
Only Domestic F�artne� + Child(ren)
Pre�reered �64.�8 $�Y?.2d ���8.68 �211,fi7
�ier 9 $75.60 $196.55 �136.08 $264.59
iie� 2 $90.72 $235.86 $1B3 29 $317.51
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� �e�,�r� C�ty eoundary I ��
� �� �9��� Hausing and Economic Development
�ae��i��tbrga�ea i I�
� �14������ , C��G �li�ibl� Ar�as � Cenfiral Ci�y
M&C Ravi�w
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C�l]NCIL ACTIO�: Approved an S!'�bl2014
�AT�: 61101201� REFER�IVCE NO.: G28830 LOG NAfNE: 17TAEDPAAA
COD�: C TYP�: NON-CONS�NT pUBLIC NO
H�ARlN�:
SUBJECT: Authorize Execution of Tax Abatement Agreemen# and Econamic De�elnpment Program
Agreement with Am�rican Airlines for the Construc#ion of an Integrated Operations Center
Adjacent to its Southern Reser�ations Office at �700 American Boulevard (CDUNCIL
DI5iF21CT 5)
R�CONi11�ENDATIOPI:
It is recommended that th� City Council:
1. Authorize the execution of a one y�ear Tax Abatement Agreement and a fnurteen year Economic
Development Pragram Agreement with American Airlines in return far the investment amount of
$88,OOO,a04,D0 in real and business persanal property in connection with the construction of an
Integrated Operations Center adjacent to its Southern Res�rvations Office at 47�0 American
Bpule�ard; and
2, Authorize the waiver of certain related devefopment fees.
DISCUS510N:
The Housing and Econnmic Development Department is proposing a 15-year economic de�eiopment
program with American Airlines (Corripany) for the construction of an Integrated Operations Center
adjacent to its Southern Fteservations �ffice at 47Q0 Amerjcan Bflulevard.
Proi�ct:
The Company is a commercial airline engaged in carrying passengers and cargo domestically and
internationally. 7he Company owns or is under contract to purchase property located adjacent to the
Southern �teservations Office at 4700 American Boule�ard. The Company will rede�elnp and use the
property for the location of its Integrated Operations Center in return for the economic devefopment
incenti�es offered by the City. The proposed proj�ct is �stimated to ha�e a construction cost of
$55,000,�00.00 and the Cornpany will invest a minimum of $33,000,000.00 in nan-invent�ry, non-
supply personal property impro�ements by December �1, 2015. Personal property value will be
determined solely by the appraisai district ha�ing jurisdictian over t�e property. Failure ta m�et the
real �roperty in�estment is a condi#ion of default and will r�sult in immediate termination of the
Agreeme�t.
Tax Abatement Aareement and Ecanomic Deveiv�amenf Pracaram Acareement:
Tf�e Housing and Economic Development Department is proposing a one year Tax Abaiement
Agresment with the Campany that could potentially abat� up to 85 percent of the City's taxes on the
incremental value of real and personal property at the site. This abatement will be for one year
only. �xecution of the Tax Abatement Agreement by the City will allow other eligible taxing
jurisdictinns also to grant abatements of real and personal property taxes assessed by those
jurisdictions. Under state law, an eligible taxing jurisdiction other than a munici�ality may not grant tax
abatsment on properfy within a municipality unless the municipality has also granted tax abatement
far the same property.
http://apps,cfwnet,org/council�ac�cetlmc_review.asp`?ID=19889&councildate=6/10I2�14 Ob111/201�
M&C R�vi�w
Page 2 a f �
The Tax Abatement Agreement will compliment a 14 year �co�omic Deuelopment Program
Agreement, as autharized by Chapier 38a of the Texas Lvcal Government Co�e, pursuant to which
, ti�e City will make annual economic dev�lopment grants in amounts not to exceed 85 percent of the
City's tax receipts on the incremental value of real and personal property at the site.
The Tax Abatement Agreement and the �conomic Development Program Agreement will be
structu�ed as follows:
lltilization of Fort Worth Companies and F'vrt Worth Certified MiWB� Businesses iReal
Propertv Improvements]:
ihe Company is required to spend the greater of $13,750,ODO.aO or 25 percent of constructinn cnsts
with contractors that are Fort Worth companies. The Company is alsa required to s�end fhe gr�ater
of $13,75a,Q00.00 or 25 percent of construction costs wifh cnntractors that are F'ori Worth Certified
MinoritylWomen-Owned Business Enterprise (MMBE) compani�s (with the understanding that dollars
spent with Fort Worth Certified MIW�� campanies will also count as dollars spent with Fort Warth
companies).
Emalo►rment Cnrnmitmen#s:
The Cnmpany wifl �mploy a minimum of 1,300 �ull-Time Erriployees (FTEs} on the praperty by
December 31, 2015. The Company will fill the greater af 15 percent of all jobs or 195 with Fort Worth
residents and the greater of 5 percent of all jobs or 65 with Fort Worth Central City residents,
Utilization of Fnrt Worth Campanies and �ort Worth Certified MIWBE Businesses fSupplv �
5ervicesl:
The Company will spend the greater of 30 percent ar �15fl,OQ0.00 af annual discretionary supply and
service expenditures with contractors that are Fvrt Worth contractors. Tnis amount appliss to alf years
in which the Ciiy participates in the project. The Company will spend the greater af 25 percent or
$125,004.Oa af annual diseretionary ser�ice and suppEy expenditures with contractars that are Fo�t
Warth Certified M/VIJBE contractors (with the undersianding that dallars spent with Fort Worth Certified
MIWBE campanies will also count as dollars spent with Fort Worth companies). 7his amount applies
to all years in which the City participates in the project.
Supply and Service Expendi#ures means all expenditures by the Company expended directly far the
aperation and maint�nanc� of the development excluding amaunts paid for electric, gas, water and
any other uiility servic�s.
Citv Commitments:
The tax abatement and all grant payments are based on and shall not excesd 85 percent of the
incremental increase in �alue of real property impravements (a�ove a base year valuej and business
personal property at the new facility calculated in accordance with achie�ement af the commitments
and goals sef forth in ihe following chart:
Cvmpany Cammitment
� Real and Personal Property In�estment
� Real Pr4perty Improvem�nts with Fort Warth Contractors
� Rea! Property impravements with Fort Worth MIWBE Contractors
Overall �mployment
� Emplo�ment of Fort Worth Residents _____ _ ___
� Employment of Fort Worth Central Gity Residents
� Utilization of Fort Worth Com� anies for 5upplies and 5ervices
l�tilization of Fort Worth MIWBE Companies far Supplies and
5ervices
Potential
Ahatement
30 Percenf �
10 Percent �
10 Percent �
15 Percer�t �
10 Percent �
5 Percent �
2.5 Percent I
2.� Percent
� TOTAL 8� Percent
�xcept for cases of default, failure to meet a commitment wifl result in a reduction of the corresponding
component of the abatement and grants for that year prapor#ional ta #he amount the commitmeRt was
http:Ilap�s.cfwnet.nrg/councilJaacketJmc review,asp?ID=19$89&councildate=6/10/2014 �6/11/2014
M&C Review
nv# met or f�r the duration af the Agreement term in the case of cQnstructivn commitments.
Aage 3 of 3
F�e Waivers:
"As part of this Economic Development Program and consistent with the pu�lic purposes af assisting in
the development and divers+fication of the econamy and the eiiminatian af unemploy�nent consistent
with Artic�e 3, 5ection 52-a nf the Texas Constitutinn, the City will wai�e th� following fees related to the
Required Improvements that would othennrise be charged by th� City at any time prior to the Completion
Deadline: (�} all building permit, plan review, inspection and re-inspection fees; (ii) all zoning fees; (iii} all
temporary encroachment fees; (iv) all platting fees; and (v) all fire, sprinkler and alarm parmit fees. All
o#her fees charged or assessed by the City, ir� accordance with applicable federal, state and local laws,
ordinances, rul�s and regulations, including, but not limited to transportation impact fees and water and
sewer impact fees are nat waived and shall be fu41y payable.
The project is lacate� in Cn�JNCIL DIS7RICT 5, Mapsco 56J.
FISCAL INFORMATIONICERTIFICATION:
The Financial Management Services Directar certifies that this action wifl not ir�crease the total
appropriations on City funds.
TO FundlAccountlCenters
Submitted for Citv Manaaer's Office hv:
Oriqinatinq Department Head:
Additianal Informatinn Contact:
FROM FundlAccountlCenters
Fernanda Costa (6122)
Jesus C�apa (5$04)
Robert Sturns (212-2fi63)
Ana Al�arado (212-2680)
ATTACHIVIEWTS
AA Reference Map.pdf
http://apps.cfwn�t.org/council_pacicet/i�nc_review,asp?ID=19$89&councildate=G/10/2014 06/11/2014