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HomeMy WebLinkAboutContract 46132 CITY SECRETTAW / CONTRACT NO. 4d �!--- STATE OF TEXAS § COUNTY OF TARRANT § TAX ABATEMENT AGREEMENT This TAX ABATEMENT AGREEMENT ("Agreement") is entered into by and between the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipality organized under the laws of the State of Texas, and AMERICAN AIRLINES, INC. ("Company"),a Delaware corporation. RECITALS A. On June 12, 2012, the City Council of the City of Fort Worth ("City Council") adopted a "General Tax Abatement Policy" through Resolution No. 4096-06- 2012, as amended on May 13, 2014 by Resolution No. 4319-05-2014 and then superseded effective June 22, 2014 by Resolution No. 4322-05-2014, all stating and confirming that the City elects to be eligible to participate in tax abatement and setting forth guidelines and criteria governing tax abatement agreements entered into between the City and various third parties (collectively, the "Policy"), which Policy is incorporated herein by reference and hereby made a part of this Agreement for all purposes. B. The Policy contains appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by Chapter 312 of the Texas Tax Code, as amended(the "Code"). C. On June 10, 2014, the City Council adopted Ordinance No. 21289-06-2014 (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 89, City of Fort Worth,Texas (the "Zone"). D. Company is a major commercial airline engaged in the carrying of passengers and cargo domestically and internationally. Company's corporate headquarters are located in the City. Company also owns approximately 47 acres of 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 C"5 hereto and hereby made a part of this Agreement for all purposes (the "Land"). M Company wishes to expand its operations with the development of a new Integrated n � M ® Operations Center(the "Project") and is interested in locating the Project on the Land. C M E. At a minimum, the Project is anticipated to involve the expenditure of at o least $55 million in real property improvements to the Land and to result in the w installation of at least $33 million in taxable business personal property on the Lan In Page 1 OFFPC NAP.. RECORD r-.3 Tax Abatement Agreement between MIN'�SECRETARY City of Fort Worth and American Airlines,Inc. FT WORTHo TX I addition, once the Project is completed, Company 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 economic development incentive consisting of (i) a one (1)-year real and personal property tax abatement, as governed by this Agreement, and (ii) an Economic Development Program Grant Agreement that provides for the City to pay fourteen (14) annual economic development grants to Company, as authorized by Chapter 380 of the Texas Local Government Code and governed by that certain Economic Development Program Grant Agreement to be by and between the City and Company, as authorized by the City Council's approval during its regular meeting on June 10, 2014 of agenda item M&C C-C-26830 (the "Economic Development Program Agreement"). F. On May 27, 2014 Company submitted an application for tax abatement to the City concerning the Project(the "Application"), which Application is attached hereto as Exhibit"B" and hereby made a part of this Agreement for all purposes. G. The contemplated Project and the terms of this Agreement are consistent with encouraging development of the Zone and generating economic development and increased employment 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 Agreement, and the proposed use of the Land and nature of the Project, satisfy the eligibility criteria for commercial/industrial business expansion tax abatement pursuant to Section 6.2 of the Policy. I. Written notice that the City intends to enter into this Agreement, along with a copy of this Agreement, has been furnished in the manner prescribed by the Code to the presiding officers of the governing bodies of each of the taxing units that have jurisdiction over the Land. NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT 1. INCORPORATION OF RECITALS. The City Council has found, and the City and Company hereby agree, that the recitals set forth above are true and correct and form the basis upon which the parties have entered into this Agreement. Page 2 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. 2. DEFINITIONS. In addition to terms defined in the body of this Agreement, the following terms shall have the definitions ascribed to them as follows: Abatement means the abatement of a percentage (calculated in accordance with this Agreement, and not to exceed eighty-five percent (85%) of the City's ad valorem taxes on the value of any improvements on the Land (and not on the Land itself) over their values for the 2014 tax year, which collectively is Three Thousand Fifty-Nine and 73/100 Dollars ($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 entities, incorporated or otherwise, under common control with, controlled by or controlling Company. For purposes of this definition, "control" means fifty percent(50%) or more of the ownership determined by either value or vote. Application has the meaning ascribed to it in Recital F. Central City means that area in the corporate limits of the City within Loop 820 (i) consisting of all Community Development Block Grant ("CDBG") eligible census block groups; (ii) all state-designated enterprise zones; and (iii) all census block groups that are contiguous by seventy-five percent (75%) or more of their perimeter to CDBG- eligible block groups or enterprise zones, as well as any CDBG-eligible block in the corporate limits of the City outside Loop 820, as more specifically depicted in the map of Exhibit"C", attached hereto and hereby made a part of this Agreement for all purposes. Central City Employment Commitment has the meaning ascribed to it in Section 4.5.3. Central City Employment Percentage has the meaning ascribed to it in Section 5.2.6. Central City Resident means an individual whose primary residence is at a location within the Central City. Certificate of Completion has the meaning ascribed to it in Section 5.1. Completion Date means the date as of which a final certificate of occupancy has been issued by the City for all of the occupiable improvements comprising the Project. Completion Deadline means December 31, 2015. Construction Costs means actual site development and construction costs expended by Company for the Project, including directly-related contractor fees, costs of construction labor and costs of supplies and materials, plus engineering fees, architectural Page 3 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. and other design fees, and permit fees paid by Company for the Project. Construction Costs specifically excludes any property acquisition costs. Director means the director of the City's Housing and Economic Development Department. Economic Development Program Agreement has the meaning ascribed to it in Recital F. Effective Date has the meaning ascribed to it in Section 3. Fort Worth Certified M/WBE Company means a minority or woman-owned business that has received certification as either a minority business enterprise (MBE), a woman business enterprise (WBE) or a disadvantaged business enterprise (DBE) by the North Central Texas Regional Certification Agency (NCTRCA) and that has a principal business office located within the corporate limits of the City that performs a commercially useful function and that provides the services for which Company is seeking credit under this Agreement. Fort Worth Company means a business that has a principal office located within the corporate limits of the City that performs a commercially useful function and that provides the services for which Company is seeking credit under this Agreement. Fort Worth Construction Commitment has the meaning ascribed to it in Section 4.3. Fort Worth Construction Percentage has the meaning ascribed to it in Section 5.2.2. Fort Worth Employment Commitment has the meaning ascribed to it in Section 4.5.2. Fort Worth Employment Percentage has the meaning ascribed to it in Section 5.2.5. Fort Worth Resident means an individual whose primary residence is at a location within the corporate limits of the City. Fort Worth Supply and Service Percentage has the meaning ascribed to it in Section 5.2.7. Fort Worth Supply and Service Spending Commitment has the meaning ascribed to it in Section 4.6.1. Full-time Job means a job provided on the Land by Company to one (1) individual,whether new or retained, by Company on the Land for at least forty(40)hours Page 4 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. per week or such other measurement used to define full-time employment by Company in accordance with its then-current personnel policies and regulations. Land has the meaning ascribed to it in Recital D. M/WBE Construction Commitment has the meaning ascribed to it in Section 4.4. M/WBE Construction Percentage has the meaning ascribed to it in Section 5.2.3. M/WBE Supply and Service Percentage has the meaning ascribed to it in Section 5.2.8. M/WBE Supply and Service Spending Commitment has the meaning ascribed to it in Section 4.6.2. New Taxable Tangible Personal Property means any personal property other than inventory or supplies that (i) is subject to ad valorem taxation by the City; (ii) is located on the Land; (iii) is owned or leased by Company; and (iv) was not located in the City prior to the Effective Date of this Agreement. Ordinance has the meaning ascribed to it in Recital C. Overall Employment Commitment has the meaning ascribed to it in Section 4.5.1. Overall Employment Percentage has the meaning ascribed to it in Section 5.2.4. Overall Proiect Percentage has the meaning ascribed to it in Section 5.2.1. Policy has the meaning ascribed to it in Recital A. Proiect has the meaning ascribed to it in Recital D. Records has the meaning ascribed to it in Section 4.9. Supply and Service Expenditures means those local discretionary expenditures made by Company directly for the operation and maintenance of the Land and any improvements thereon, excluding any electricity, gas, water and other utility service costs. Term has the meaning ascribed to it in Section 3. Zone has the meaning ascribed to it in Recital C. Page 5 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. 3. TERM. This Agreement will be effective on the date as of which both the City and Company have executed this Agreement (the "Effective Date") and, unless terminated earlier in accordance with its terms and conditions, will expire on December 31, 2016 (the"Term"). 4. COMPANY'S OBLIGATIONS AND COMMITMENTS. 4.1. Real Property Improvements. In accordance with the terms and conditions of this Agreement, Company must have expended at least Fifty-five Million Dollars ($55,000,000.00) in Construction Costs for the Project by the Completion Date. The Completion Date must occur on or before the Completion Deadline. 4.2. Installation of Tangible Personal Property. New Taxable Tangible Personal Property having a value of at least Thirty- three Million Dollars ($33,000,000.00) must be in place on the Land by January 1, 2016, as determined solely by the 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 for the 2016 tax year. 4.3. Construction Spending Commitment for Fort Worth Companies. By the Completion Date, Company must have expended or caused to be expended with Fort Worth Companies at least the greater of(i) Thirteen Million Seven Hundred Fifty Thousand Dollars ($13,750,000.00) in Construction Costs for the Project or (ii) twenty-five percent (25%) of all Construction Costs for the Project, regardless of the total amount of such Construction Costs (the "Fort Worth Construction Commitment"). 4.4. Construction Spending Commitment for Fort Worth Certified M/WBE Companies. By the Completion Date, Company must have expended or caused to be expended with Fort Worth Certified M/WBE Companies at least the greater of(i) Thirteen Million Seven Hundred Fifty Thousand Dollars ($13,750,000.00) in Construction Costs for the Project or (ii) twenty-five percent (25%) of all Construction Costs for the Project, regardless of the total amount of such Construction Costs (the "M/WBE Construction Commitment"). Dollars spent with Fort Worth Certified M/WBE Companies will also count as dollars spent Page 6 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. with Fort Worth Companies for purposes of measuring the Fort Worth Construction Commitment outlined in Section 4.3. 4.5. Employment Commitments. 4.5.1. Overall Employment. Company must provide and fill at least 1,300 Full-time Jobs on the Land on or before the Completion Deadline (the "Overall Employment Commitment"). Determination of compliance with the Overall Employment Commitment will be based on Company's employment data as of the Completion Deadline (or such other date in the 2015 calendar year that is mutually acceptable to both the City and Company), which will be verified on the basis of the employment report submitted by Company to the City in accordance with Section 4.7.2. 4.5.2. Employment Commitment for Fort Worth Residents. On or before the Completion Deadline, Company must provide and fill at least the greater of(i) 195 Full-time 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 Jobs, with Fort Worth Residents (the "Fort Worth Employment Commitment"). Determination of compliance with the Fort Worth Employment Commitment will be based on Company's employment data as of the Completion Deadline (or such other date in the 2015 calendar year that is mutually acceptable to both the City and Company), which will be verified on the basis of the employment report submitted by Company to the City in accordance with Section 4.7.2. Full- time Jobs held by Fort Worth Residents will also count as Full-time Jobs for purposes of measuring the Overall Employment Commitment outlined in Section 4.5.1. 4.5.3. Employment Commitment for Central City Residents. On or before the Completion Deadline, Company must provide and fill at least the greater of (i) 65 Full-time Jobs on the Land or (ii) five percent (5%) of all Full-time Jobs provided on the Land, regardless of the total number of such Full-time Jobs, with Central City Residents (the "Central City Employment Commitment"). Determination of compliance with the Central City Employment Commitment will be based on Company's employment data as of the Completion Deadline (or such other date in the 2015 calendar year that is mutually acceptable to both the City and Company),which will be verified on the basis of the employment report submitted by Company to the City in accordance with Section 4.7.2. Full-time Jobs held by Central City Residents will also count as Full-time Jobs for purposes of measuring the Fort Worth Employment Commitment Page 7 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. outlined in Section 4.5.2 and the Overall Employment Commitment outlined in Section 4.5.1. 4.6. Supply and Service Spending Commitments. 4.6.1. For Fort Worth Companies. During the 2015 calendar year Company must make at least the greater of (i) One Hundred Fifty Thousand Dollars ($150,000.00) in Supply and Service Expenditures or (ii) thirty percent(30%) of all Supply and Service Expenditures made in the 2015 calendar year, regardless of the total amount of such Supply and Service Expenditures, with Fort Worth Companies (the "Fort Worth Supply and Service Spending Commitment"). 4.6.2. For Fort Worth Certified M/WBE Companies. During the 2015 calendar year Company must make at least the greater of(i) One Hundred Twenty-five Thousand Dollars ($125,000.00) in Supply and Service Expenditures or (ii) twenty-five percent (25%) of all Supply and Service Expenditures made in the 2015 calendar year, regardless of the total amount of such Supply and Service Expenditures, with Fort Worth Certified M/WBE Companies (the "M/WBE Supply and Service Spending Commitment"). Dollars spent with Fort Worth Certified M/WBE Companies will also count as dollars spent with Fort Worth Companies for purposes of measuring the Fort Worth Supply and Service Spending Commitment outlined in Section 4.6.1. 4.7. Reports and Filings. 4.7.1. Construction Spending Reports. 4.7.1.1. Monthly Reports. From the Effective Date until the Completion Date, Company must provide the Director with a monthly report in a form reasonably acceptable to the Director that specifically outlines the then-current aggregate Construction Costs expended by and on behalf of Company for the Project as well as the then- current aggregate Construction Costs expended by and on behalf of Company for the Project with Fort Worth Companies and with Fort Worth Certified M/WBE Companies. Company agrees to meet with the City's M/WBE Office as reasonably necessary for assistance in meeting or exceeding the M/WBE Construction Commitment and to address any related concerns that the City may have. Page 8 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. 4.7.1.2. Final Construction Report. Within thirty (30) calendar days following the Completion Date, in order for the City to assess whether Company satisfied the requirements of Section 4.1 and the extent to which Company met the Fort Worth Construction Commitment and the M/WBE Construction Commitment, Company will provide the Director with a report in a form reasonably acceptable to the Director that specifically outlines (i) the total Construction Costs expended by the Completion Date by and on behalf of Company for the Project; (ii)the total Construction Costs expended with Fort Worth Companies by the Completion Date by and on behalf of Company for the Project; and (iii) the total Construction Costs expended with Fort Worth Certified M/WBE Companies by the Completion Date by and on behalf of Company for the Project, together with supporting invoices and other documents necessary to demonstrate that such amounts were actually paid, including, without limitation, final lien waivers signed by the general contractor. 4.7.2. Employment Report. On or before February 1, 2016, in order for the City to assess the degree to which the Overall Employment Commitment, the Fort Worth Employment Commitment and the Central City Employment Commitment were met, Company must provide the Director with a report in a form reasonably acceptable to the Director that sets forth the total number of individuals, the total number of Fort Worth Residents, and the total number of Central City Residents who held Full-time Jobs provided by Company on the Land as of the Completion Deadline (or such other date in the 2015 calendar year that is mutually acceptable to both the City and Company),together with reasonable supporting documentation. 4.7.3. Supply and Service Spending Report. On or before February 1, 2016, in order for the City to assess the degree to which Company met the Fort Worth Supply and Service Spending Commitment and the M/WBE Supply and Service Spending Commitment for the 2015 calendar year, Company must provide the Director with a report in a form reasonably acceptable to the Director that sets forth the aggregate Supply and Service Expenditures made during the 2015 calendar year with Fort Worth Companies and with Fort Worth Certified M/WBE Companies, together with reasonable supporting documentation. Page 9 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. 4.7.4. General. Company must supply any additional information reasonably requested by the City that is pertinent to the City's evaluation of compliance with each of the terms and conditions of this Agreement. 4.8. Inspections. At any time during Company's normal business hours throughout the Term and following reasonable notice to Company, the City will have the right to inspect and evaluate the Land, and any improvements thereon, and Company will provide full access to the same, in order for the City to monitor compliance with the terms and conditions of this Agreement. Company will cooperate fully with the City during any such inspection and evaluation. Notwithstanding the foregoing, Company shall have the right to require that any representative of the City be escorted by a Company representative or security personnel during any such inspection and evaluation. 4.9. Audits. The City will have the right throughout the Term to audit the financial and business records and any other documents of Company that relate to the Project or that are otherwise necessary to evaluate Company's compliance with this Agreement or with the commitments set forth in this Agreement, including, but not limited to construction documents and invoices (collectively "Records"). Company must make all Records available to the City on the Land or at another location in the City acceptable to both parties following reasonable advance notice by the City and shall otherwise cooperate fully with the City during any audit. 4.10. Use of Land. The Land must be used as an Integrated Operations Center for Company from and at all times following the Completion Date and otherwise in a manner that is consistent with the general purposes of encouraging development or redevelopment of the Zone. 4.11. Abatement Application Fee. The City acknowledges receipt from Company of the required Application fee of Five Thousand Dollars ($5,000.00). Of such amount, Two Thousand Dollars ($2,000.00) is nonrefundable and will be used by the City for the purposes set forth in the Policy. If construction work on the Project begins within one (1) year from the date of the Application, the remaining Three Thousand Dollars ($3,000.00) of such fee will be credited to Company's benefit against any permit, impact, inspection or other lawful fee required by the City in connection with the Page 10 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. Project. If construction work under the Project does not begin within one (1)year from the date of the Application, Company will not receive a credit or refund of any portion of the fee. Any Application fee funds that remain uncredited as of the Completion Date will be refunded to Company provided that, in accordance with the Policy, Company submits a written request to the City for such a refund within ninety(90) calendar days of the Completion Date. 5. CITY OBLIGATIONS. 5.1. Issuance of Certificate of Completion for the Project. Within ninety (90) calendar days following receipt by the City of the final construction spending report for the Project, as required by Section 4.7.1.2, and assessment by the City of the information contained therein pursuant to Sections 4.8 and 4.9, if the City is able to verify that Company expended at least Fifty-five Million Dollars ($55,000,000.00) in Construction Costs for the Project by the Completion Date, and that the Completion Date occurred on or before the Completion Deadline, the Director will issue Company a certificate stating the aggregate amount of Construction Costs expended for the Project, as well as the aggregate Construction Costs expended for the Project specifically with Fort Worth Companies and Fort Worth Certified M/WBE Companies (the "Certificate of Completion"). The Certificate of Completion will serve as the basis for determining whether Company met the requirements of Section 4.1 and the extent to which Company met the Fort Worth Construction Commitment and the M/WBE Construction Commitment. 5.2. Tax Abatement. Subject to the terms and conditions of this Agreement, provided that (i) Company expended at least Fifty-five Million Dollars ($55,000,000.00) in Construction Costs for the Project by the Completion Date, and the Completion Date occurred on or before the Completion Deadline, both as confirmed by the City in the Certificate of Completion issued by the Director in accordance with Section 5.1, and (ii)New Taxable Tangible Personal Property having a value of at least Thirty-three Million Dollars ($33,000,000.00) was in place on the Land by January 1, 2016, as determined solely by the 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 for the 2016 tax year, Company will be entitled to receive an Abatement for the 2016 tax year. The overall percentage of the Abatement will equal the sum of the Overall Project Percentage, the Fort Worth Construction Percentage,the M/WBE Construction Percentage,the Overall Employment Percentage, the Fort Worth Employment Percentage, the Central City Employment Percentage, the Fort Worth Supply and Service Percentage, and the M/WBE Supply and Service Percentage, as defined in Sections 5.2.1, 5.2.2, 5.2.3, 5.2.4, 5.2.5, 5.2.6, 5.2.7, and 5.2.8,respectively, as follows: Page 11 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. 5.2.1. Completion of Project(30%). If (i) Company expended at least Fifty-five Million Dollars ($55,000,000.00) in Construction Costs for the Project by the Completion Date, and the Completion Date occurred on or before the Completion Deadline, as confirmed by the City in the Certificate of Completion issued by the Director in accordance with Section 5.1, and (ii) New Taxable Tangible Personal Property having a value of at least Thirty-three Million Dollars ($33,000,000.00) was in place on the Land by January 1, 2016, as determined solely by the 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 for the 2016 tax year, Company will be entitled to receive a percentage of the Abatement equal to thirty percent (30%) (the "Overall Project Percentage"). 5.2.2. Fort Worth Construction Cost Spending (Up to 10%). A percentage of the Abatement will be based on the extent to which the Fort Worth Construction Commitment, as outlined in Section 4.3, was met (the "Fort Worth Construction Percentage"). The Fort Worth Construction Percentage will equal the product of ten percent (10%) multiplied by the percentage by which the Fort Worth Construction Commitment was met, which will be calculated by dividing the actual Construction Costs expended by the Completion Date with Fort Worth Companies for the Project by the number of dollars comprising the Fort Worth Construction Commitment, as determined in accordance with Section 4.3. For example, if Company expends $60,000,000.00 in Construction Costs for the Project by the Completion Date,the Fort Worth Construction Commitment will be $15,000,000.00 (25% of $60,000,000.00). In this scenario, if only $12,000,000.00 in Construction Costs were expended with Fort Worth Companies by the Completion Date, the Fort Worth Construction Percentage would be 8% instead of 10% (or .10 x [$12 million/$15 million], or .10 x .80, or .08). If the Fort Worth Construction Commitment was met or exceeded, the Fort Worth Construction Percentage will be ten percent(10%). 5.2.3. Fort Worth M/WBE Construction Cost Spending(Up to 10%). A percentage of the Abatement will be based on the extent to which the M/WBE Construction Commitment, as outlined in Section 4.4, was met (the "M/WBE Construction Percentage"). The M/WBE Construction Percentage will equal the product of ten percent (10%) multiplied by the percentage by which the M/WBE Construction Commitment was met, which will be calculated by dividing the actual Construction Costs expended by the Completion Date with Fort Worth Page 12 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. Certified M/WBE Companies for the Project by the number of dollars comprising the M/WBE Construction Commitment, as determined in accordance with Section 4.4. If the M/WBE Construction Commitment was met or exceeded, the M/WBE Construction Commitment will be ten percent(10%). 5.2.4. Overall Employment(Up to 15%). A percentage of the Abatement will be based on the extent to which the Overall Employment Commitment, as outlined in Section 4.5.1, was met (the "Overall Employment Percentage"). The Overall Employment Percentage will equal the product of fifteen percent (15%) multiplied by the percentage by which the Overall Employment Commitment was met, which will be calculated by dividing the actual number of Full-time Jobs provided and filled on the Land as of the Completion Deadline (or such other date in the 2015 calendar year that is mutually acceptable to both the City and Company) by 1,300, which is the number of Full-time Jobs constituting the Overall Employment Commitment. For example, if only 1,040 Full-time Jobs were provided on the Land as of the Completion Deadline, the Overall Employment Percentage would be 12%instead of 15%(or .15 x [1,040/1,300]), or .15 x .80, or .12. If the Overall Employment Commitment was met or exceeded, the Overall Employment Percentage will be fifteen percent (15%). 5.2.5. Fort Worth Employment(Up to 10%). A percentage of the Abatement will be based on the extent to which the Fort Worth Employment Commitment, as outlined in Section 4.5.2, was met (the "Fort Worth Employment Percentage"). The Fort Worth Employment Percentage will equal the product of ten percent (10%) multiplied by the percentage by which the Fort Worth Employment Commitment was met, which will be calculated by dividing the actual number of Full-time Jobs provided on the Land as of the Completion Deadline (or such other date in the 2015 calendar year that is mutually acceptable to both the City and Company)that were filled with Fort Worth Residents by the number of Full-time Jobs comprising the Fort Worth Employment Commitment, as determined in accordance with Section 4.5.2. For example, if Company provided 1,500 Full-time Jobs on the Land by the Completion Deadline, the Fort Worth Employment Commitment would be 225 Full-time Jobs (15% of 1,500). In this scenario, if only 195 Full-time Jobs provided on the Land as of the Completion Deadline were filled with Fort Worth Residents, the Fort Worth Employment Percentage would be 8.67% instead of 10% (or .10 x [195/225], or .10 x .866, or .086). If the Fort Worth Employment Page 13 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. Commitment was met or exceeded, the Fort Worth Employment Percentage will be ten percent(10%). 5.2.6. Central City Employment(Up to 5%). A percentage of the Abatement will be based on the extent to which the Central City Employment Commitment, as outlined in Section 4.5.3, was met (the "Central City Employment Percentage"). The Central City Employment Percentage will equal the product of five percent (5%) multiplied by the percentage by which the Central City Employment Commitment was met, which will be calculated by dividing the actual number of Full-time Jobs provided on the Land as of the Completion Deadline (or such other date in the 2015 calendar year that is mutually acceptable to both the City and Company) that were filled with Central City Residents by the number of Full-time Jobs comprising the Central City Employment Commitment, as determined in accordance with Section 4.5.3. If the Central City Employment Commitment was met or exceeded, the Central City Employment Percentage will be five percent (5%). 5.2.7. Fort Worth Supply and Service Spending(Up to 2.5%). A percentage of the Abatement will be based on the extent to which the Fort Worth Supply and Service Spending Commitment, as outlined in Section 4.6.1, was met (the "Fort Worth Supply and Service Percentage"). The Fort Worth Supply and Service Percentage will equal the product of two and one-half percent (2.5%) multiplied by the percentage by which the Fort Worth Supply and Service Spending Commitment was met, which will be calculated by dividing the amount of Supply and Service Expenditures made with Fort Worth Companies during the 2015 calendar year by One Hundred Fifty Thousand Dollars ($150,000.00), which is the number of dollars comprising the Fort Worth Supply and Service Spending Commitment. For example, if Company made only $120,000.00 in Supply and Service Expenditures during the 2015 calendar year, the Fort Worth Supply and Service Percentage would be 2% instead of 2.5% (or .25 x [$120,000/$150,000], or .025 x .80, or .02). If the Fort Worth Supply and Service Spending Commitment was met or exceeded, the Fort Worth Supply and Service Percentage will be two and one-half percent(2.5%). 5.2.8. M/WBE Supply and Service Spending (Up to 2.5%). A percentage of the Abatement will be based on the extent to which the M/WBE Supply and Service Spending Commitment, as outlined in Section 4.6.2, was met (the "M/WBE Supply and Service Percentage"). The M/WBE 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%) multiplied by the percentage by which the M/WBE Supply and Service Spending Commitment was met, which will be calculated by dividing the amount of Supply and Service Expenditures made with Fort Worth Certified M/WBE Companies during the 2015 calendar year by One Hundred Twenty-five Thousand Dollars ($125,000.00), which is the number of dollars comprising the M/WBE Supply and Service Spending Commitment. If the M/WBE Supply and Service Spending Commitment was met or exceeded, the M/WBE Supply and Service Percentage will be two and one-half percent (2.5%). 5.2.9. No Offsets. A deficiency in attainment of one commitment may not be offset by the exceeding attainment in another commitment. For example, if Company failed to meet the M/WBE Construction Commitment by $5,000.00, but exceeded the Fort Worth Construction Commitment by $5,000.00, the percentage of Abatement available hereunder would still be reduced in accordance with Section 5.2.3 on account of Company's failure to meet the M/WBE Construction Spending Commitment. 5.2.10. No Abatement Limitation. The Abatement provided under this Agreement will not be subject to the limitations specified by Section 11.5 of the Policy. 5.3. Fee Waivers. Company and its contractors will be required to apply for and receive all permits and other licenses and certificates required by the City with respect to the Project. However, because the City Council has found that development of the Zone as outlined in the Ordinance will help achieve the public purpose of assisting in the development and diversification of the economy and the elimination of unemployment consistent with Article 3, Section 52-a of the Texas Constitution, the City hereby agrees to waive the following fees related to the Project that are not credited in accordance with Section 4.11 of this Agreement: (i) all building permit,plan review, inspection and re-inspection fees; (ii) all zoning fees; (iii) all temporary encroachment fees; (iv) all platting fees; and (v) all fire, sprinkler and alarm permit fees. Page 15 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. 6. DEFAULT, TERMINATION AND FAILURE BY COMPANY TO MEET VARIOUS DEADLINES AND COMMITMENTS. 6.1. Failure to Complete Proiect. If (i) Company failed to expend at least Fifty-five Million Dollars ($55,000,000.00) in Construction Costs for the Project by the Completion Date; (ii) the Completion Date did not occur on or before the Completion Deadline; or (iii) New Taxable Tangible Personal Property having a cost of at least Thirty- three Million Dollars ($33,000,000.00)was not in place on the Land by January 1, 2016, as determined solely by the 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 for the 2016 tax year, the City shall have the right to terminate this Agreement by providing written notice to Company without further obligation to Company hereunder. 6.2. Failure to Submit Reports. If Company fails to submit any report or information to the City pursuant to and in accordance with the provisions of Section 4.7, the City shall notify Company in writing. Company will have thirty (30) calendar days from the date of such notice to provide the City with any such report or information in full. If the City has not received the report or information in full within such thirty (30) calendar days, the City will have the right to terminate this Agreement by providing written notice to Company without further obligation to Company hereunder. 6.3. Failure to Pay City Taxes. An event of default shall occur under this Agreement if any City taxes owed by Company or an Affiliate or arising on account of Company's or an Affiliate's operations on the Land become delinquent and Company or the Affiliate does not either pay such taxes or properly follow the legal procedures for protest and/or contest of any such taxes. In this event, the City shall notify Company in writing and Company shall have thirty (30) calendar days to cure such default. If the default has not been fully cured by such time, the City shall have the right to terminate this Agreement immediately by providing written notice to Company and shall have all other rights and remedies that may be available to it under the law or in equity. 6.4. Violations of City Code, State or Federal Law. An event of default shall occur under this Agreement if any written citation is issued to Company or an Affiliate due to the occurrence of a violation of a material provision of the City Code on the Land or on or within any improvements thereon (including, without limitation, any violation of the City's Page 16 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. Building or Fire Codes and any other City Code violations related to the environmental condition of the Land; the environmental condition of other land or waters which is attributable to operations on the Land; or to matters concerning the public health, safety or welfare) and such citation is not paid or the recipient of such citation does not properly follow the legal procedures for protest and/or contest of any such citation. An event of default shall occur under this Agreement if the City is notified by a governmental agency or unit with appropriate jurisdiction that Company or an Affiliate, or any successor in interest thereto; any third party with access to the Land pursuant to the express or implied permission of Company or an Affiliate, or any successor in interest thereto; or the City (on account of the Project or the act or omission of any party other than the City on or after the effective date of this Agreement) is declared to be in violation of any material state or federal law, rule or regulation on account of the Land, improvements on the Land or any operations thereon (including, without limitation, any violations related to the environmental condition of the Land; the environmental condition of other land or waters which is attributable to operations on the Land; or to matters concerning the public health, safety or welfare). Upon the occurrence of such default, the City shall notify Company in writing, and Company shall have (i) thirty (30) calendar days to cure such default or (ii) if Company has diligently pursued cure of the default but such default is not reasonably curable within thirty (30) calendar days, then such amount of time that the City reasonably agrees is necessary to cure such default. If the default has not been fully cured by such time, the City shall have the right to terminate this Agreement immediately by providing written notice to Company and shall have all other rights and remedies that may be available it to under the law or in equity. 6.5. Knowing Employment of Undocumented Workers. Company acknowledges that the City is required to comply with Chapter 2264 of the Texas Government Code, enacted by House Bill 1196 (80th Texas Legislature), which relates to restrictions on the use of certain public subsidies. Company hereby certifies that Company, and any branches, divisions, or departments of Company, does not and will not knowingly employ an undocumented worker, as that term is defined by Section 2264.001(4) of the Texas Government Code. In the event that Company, or any branch, division, or department of Company, is convicted of a violation under 8 U.S.C. Section 1324a(f) (relating to federal criminal penalties and injunctions for a pattern or practice of employing unauthorized aliens), subject to any appellate rights that may lawfully be available to and exercised by Company, Company shall repay, within one hundred twenty (120) calendar days following receipt of written demand from the City, the amount of Abatement received by Company hereunder, if any,plus Simple Interest at a rate of four percent (4%)per annum based on the amount of Abatement received as of December 31 of the tax year in which the Abatement was granted.. Page 17 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. For the purposes of this Section 6.5, "Simple Interest" is defined as a rate of interest applied only to an original value, in this case the amount of Abatement. This rate of interest can be applied each year, but will only apply to the amount of the Abatement received and is not applied to interest calculated. For example, if the aggregate amount of Abatement received by Company is $10,000 and it is required to be paid back with four percent (4%) interest five years later, the total amount would be $10,000 + [5 x ($10,000 x 0.04)], which is $12,000. This Section 6.5 does not apply to convictions of any Affiliate of Company, any franchisees of Company, or any person or entity with whom Company contracts. Notwithstanding anything to the contrary herein, this Section 6.5 shall survive the expiration or termination of this Agreement. 6.6. Sale or Conveyance of Land to a Third Party. In accordance with Section 312.204(a) of the Code, Company's eligibility for the Abatement is contingent on Company's ownership of the Land. If 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. 6.7. General Breach. Unless stated elsewhere in this Agreement, Company shall be in default under this Agreement if Company breaches any term or condition of this Agreement. In the event that such breach remains uncured after thirty (30) calendar days following receipt of written notice from the City referencing this Agreement (or, if Company has diligently and continuously attempted to cure following receipt of such written notice but reasonably requires more than thirty (30) calendar days to cure, then such additional amount of time as is reasonably necessary to effect cure, as determined by both parties mutually and in good faith), the City shall have the right to terminate this Agreement immediately by providing written notice to Company. 6.8. Failure to Meet Construction Cost Spending,Employment,or Supply and Service Spending Commitments. A failure to meet the Fort Worth Construction Commitment, the M/WBE Construction Commitment, the Overall Employment Commitment, the Fort Worth Employment Commitment, the Central City Employment Commitment, the Fort Worth Supply and Service Spending Commitment, or the M/WBE Supply and Service Spending Commitment will not constitute a default hereunder or provide the City with the right to terminate this Agreement, but, rather, will only cause the percentage of Abatement available to Company pursuant to this Agreement to be reduced in accordance with this Agreement. Page 18 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Company will operate as an independent contractor in each and every respect hereunder and not as an agent, representative or employee of the City. Company shall have the exclusive right to control all details and day-to-day operations relative to the Land and any improvements thereon and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. Company acknowledges that the doctrine of respondeat superior will not apply as between the City and Company, its officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. Company further agrees that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between the City and Company. 8. INDEMNIFICATION. COMPANY, AT NO COST TO THE CITY, AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS,AGENTS SERVANTSAND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO COMPANY'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY(i) COMPANY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii)ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF COMPANY, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITI9 OR SUBCONTRACTORS, RELATED TO THE PROJECT, THE LAND AND ANY OPERATIONS AND ACTIVITIES THEREON, OR THE PERFORMANCE OF THIS AGREEMENT OTHERWISE. 9. NOTICES. All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail,postage prepaid, or by hand delivery: Page 19 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. City: Company: City of Fort Worth American Airlines,Inc. Attn: City Manager Attn: Suzanne Turner 1000 Throckmorton 4333 Amon Carter Blvd. Fort Worth,TX 76102 Fort Worth, TX 76155 with copies to: American Airlines,Inc. Attn:Dave Lewis the City Attorney and 4333 Amon Carter Blvd Housing/Economic Development Dept. Fort Worth, TX 76155 Director at the same address 10. ASSIGNMENT AND SUCCESSORS. Company may not assign, transfer or otherwise convey any of its rights or obligations under this Agreement to any other person or entity without the prior consent of the City Council, which consent shall not be unreasonably withheld, conditioned on (i)the assignee or successor will own the Land, all improvements located on the Land and all New Taxable Tangible Personal Property; (ii) the prior approval of the assignee or successor and a finding by the City Council that the proposed assignee or successor is financially capable of meeting the terms and conditions of this Agreement; and (iii) prior execution by the proposed assignee or successor of a written agreement with the City under which the proposed assignee or successor agrees to assume and be bound by all covenants and obligations of Company under this Agreement. Any lawful assignee or successor in interest of Company of all rights under this Agreement shall be deemed "Company" for all purposes under this Agreement. Notwithstanding the above, the City hereby agrees and consents to any merger, stock transfer, asset transfer, or other internal corporate restructuring of Company (including, without limitation, that involving American Airlines, Inc. and American Airlines Group, Inc. ("AAL") and/or any other wholly-owned subsidiary or subsidiaries of AAL or similar internal restructuring within Company's organization) (an "Internal Restructuring") and any related assignment or transfer of this Agreement that may occur or may be deemed to occur as a result of any such Internal Restructuring, and the City waives any right it may have to terminate, amend or modify this Agreement and any claim of breach or default hereunder in each case arising directly in connection with or as a result of any such Internal Restructurings. 11. COMPLIANCE WITH LAWS, ORDINANCES,RULES AND REGULATIONS. This Agreement will be subject to all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. Page 20 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. 12. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 13. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 14. NO WAIVER. The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. 15. VENUE AND JURISDICTION. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas —Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 16. NO THIRD PARTY RIGHTS. The provisions and conditions of this Agreement are solely for the benefit of the City and Company, and any lawful assign or successor of Company, and are not intended to create any rights, contractual or otherwise,to any other person or entity. 17. INTERPRETATION. In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. In the event of any conflict between the body of this Agreement and the Application, the body of this Agreement shall control. Page 21 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. 18. CAPTIONS. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 19. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Company, and any lawful assign and successor of Company, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the contrary herein,this Agreement shall not be amended unless executed in writing by both parties and approved by the City Council of the City in an open meeting held in accordance with Chapter 551 of the Texas Government Code. 20. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. 21. BONDHOLDER RIGHTS. The Project will not be financed by tax increment bonds. This Agreement is subject to the rights of holders of outstanding bonds of the City. 22. CONFLICTS OF INTEREST. Neither the Land nor any improvements thereon are owned or leased by any member of the City Council, any member of the City Plan or Zoning Commission or any member of the governing body of any taxing unit with jurisdiction in the Zone. EXECUTED as of the last date indicated below: [SIGNATURES IMMEDIATELY FOLLOW ON NEXT TWO (2)PAGES] Page 22 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. U F cif O O _ O O 0 CITY OF FORT WORTH: ATTEST: �� °°,°°°°°o°°° By: /fi1- -s-w�.-.Co By: Fernando Costa ame: J Assistant City Manager Title: U kl -eCVG K� Date: ///-*/!� Date: APPROVED AS TO FORM AND LEGALITY: By: - zi�0, Peter Vaky Deputy City Attorney M&C: C-26830 06-10-14 STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Fernando Costa, Assistant City Manager of the CITY OF FORT WORTH, a municipality organized under the laws of the State of Texas, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that the same 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 stat ed. GIVEN UNDER MY HAND AND SEAL OF OFFICE this `l/ day of 2014. otary Public in and for a°4P EVONIA DANIELS µr th � State of Tex ?= Notary Public,state of Texas V 0AJ,/'4 CS +r, My Commission Expires Notary's Printed Name :;,�;;;•�`' July 10, 2017 Page 23 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. OFFICIAL RECORD CITY SECRETARY FT- WORTH, TX AMERICAN AIRLINES,INC., a Delaware c porn' ionl By: Name: !✓l f cha 1 1�r ner✓c� Title:y F, �ode�mmen _+ Arpor} A-��o►�rs Date: STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME,the undersigned authority, on this day personally appeared of AMERICAN AIRLINES, INC., known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of AMERICAN AIRLINES,INC. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 6 day of CAA bvL, , 2014. (,-J Notary Public in and for the State of W90 o�� 2015 Notary's Printed Name Page 24 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. EXHIBITS "A"—Description and Map Depicting the Land "B"—Company's Tax Abatement Application "C"—Map of Central City Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc. EXHIBIT "A" PROPERTY DESCRIPTION DESCRIPTION, of a 6.086 acre tract of land described in situated in the A. J. Huitt Survey, Abstract No. 709, Tarrant County, Texas and being a part of Lot 1, Block 1, American Airlines Addition, an addition to the City of Fort Worth, Texas according to the plat recorded in Volume 388-45, 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. recorded in Volume 4440, Page 599 of the Deed Records of Tarrant County, Texas; said 6.086 acre tract being more particularly described as follows (bearing system based on a bearing of South 89 degrees, 57 minutes East 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, at a TXDOT monument found in the south right-of-way line of State Highway No. 183 (a variable width right-of-way); said point being South 89 degrees, 57 minutes, 00 seconds East, a distance of 219.10 feet from the north end of a right-of-way corner clip at the intersection of the said south line of State Highway No. 183 and the east right-of-way line of American Boulevard (a variable width right-of-way); said point also being the beginning of a curve to the right; THENCE, in a southeasterly direction, along the said south line of State Highway No. 183 and along said curve to the right, having a central angle of 06 degrees, 30 minutes, 12 seconds, a radius of 2,844.79 feet, a chord bearing and distance of South 86 degrees, 41 minutes, 54 seconds East, 322.73 feet, an arc distance of 322.90 feet to a point; THENCE, South 06 degrees, 33 minutes, 12 seconds West, departing the said south line of State Highway No. 183, a distance of 225.99 feet to the POINT OF BEGINNING; THENCE, South 87 degrees, 59 minutes, 54 seconds East, a distance of 253.48 feet to a point for corner; THENCE, South 33 degrees, 55 minutes, 34 seconds East, a distance of 128.23 feet to a point for corner; THENCE, South 12 degrees, 06 minutes, 05 seconds East, a distance of 192.79 feet to a point for corner; THENCE, South 01 degrees, 27 minutes, 33 seconds West, a distance of 133.92 feet to a point for corner; THENCE, South 88 degrees, 35 minutes, 35 seconds East, a distance of 50.17 feet to a point for corner; THENCE, South 00 degrees, 22 minutes, 01 seconds West, a distance of 19.62 feet to a point for corner; THENCE, North 88 degrees, 35 minutes, 51 seconds West, a distance of 48.81 feet to a point for corner; THENCE, South 10 degrees, 29 minutes, 00 seconds West, a distance of 122.91 feet to a point for corner; THENCE, South 20 degrees, 03 minutes, 49 seconds West, a distance of 109.50 feet to a point for corner; THENCE, North 87 degrees, 59 minutes, 54 seconds West, a distance of 404.23 feet to a point for corner; THENCE, North 01 degrees, 07 minutes, 30 seconds East, a distance of 200.63 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 00 degrees, 56 minutes, 44 seconds East, a distance of 103.75 feet to a point for corner; THENCE, North 33 degrees, 04 minutes, 21 seconds East, a distance of 60.72 feet to a point for corner; THENCE, North 00 degrees, 57 minutes, 56 seconds East, a distance of 114.49 feet to a point for corner; Page 1 of 2 THENCE, North 33 degrees, 33 minutes, 15 seconds East, a distance of 50.92 feet to a point for corner; THENCE, North 00 degrees, 56 minutes, 44 seconds East, a distance of 109.32 feet to the POINT OF BEGINNING; CONTAINING, 265,084 square feet or 6.086 acres of land, more or less. At the public hearing, interested persons will be entitled to speak about or present evidence 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 the above-described property as Tax Abatement Reinvestment Zone Number Eighty-Nine, City of Fort Worth, Texas. For additional information, contact the City's Housing & Economic Development Department by telephone at 817-212-2663 or in writing at 1000 Throckmorton Street, Fort Worth, Texas 76102. Page 2 of 2 FORT WORTH American Airlines Adjacent to 4700 American Blvd Fort Worth, Texas 76155 �T f • � W , ,� 11 Y. b � ft _ 183 & - Wit ' — -I F�,��"//� _ • � I �i�ii�'IPI`r'fl', , ,a1 � - j �k��- li ';5, r - .W *�,� 1 Rldrl 1 ul•,.. 1 r 7� - � 7 -,1 1 1 �i - -) - 360 _w t • —� I • i. { e "' r �` uka n�111/tu�`uro•,,. •�i'a• ,W 'K ta ��� • — • la i� a � '�� � � .'�. e +_Y x= — AM ' Copyright 2014 City of Fort Worth.Unauthorized reproduction is a violation of applicable laws.This product is for informational purposes and may not have been prepared for or be suitable for legal,engineering,or surveying purposes.It does not represent an on-the-ground survey and represents only the approximate relative location of property boundaries.The City of Fort Worth assumes no responsibility for the accuracy of said data. n N rUKT WUK'!' EXHIBIT " B " i Economic Development Incentive Application Housing and Economic Development Business Development Division 1150 South Freeway Fort Worth, Texas 76104 (817) 212-2663 111UjIlLIVU mppication 1. COMPANY INFORMATION Date: Company Name:American Airlines, Inc. Company Address: 4333 Amon Carter Blvd. City: Fort Worth State: TX Zip: 76155 Contact Person: Chuck Allen or Suzanne Turner Title/Position: MD-Govt Affrs, Dir-Real Estate Telephone Number: 8179312395 or 8179671085 Mobile Telephone Number: 7049054100 or 9408086557 Fax Number: none E-Mail Address: chuck.alien @aa.com or suzanne.turner @aa.com Company Ownership(check one): j✓ Public Traded Stock j-` Privately Held Form of Business(choose one): Corporation How long has the company been in operation (Years)? 80+ Describe the company's principal business(attach additional sheets as necessary): AA (American Airlines, Inc.) is a major U.S. airline headquartered in Fort Worth, Texas. It operates an extensive international and domestic network, with scheduled flights throughout North America, the Caribbean, South America, Europe, and Asia carrying passengers and cargo. 2. PROJECT INFORMATION For real estate projects, please include below the project concept, project benefits and how the project relates to existing community plans. A real estate project is one that involves the construction or renovation of real property that will be either for lease or for sale. Any incentives given by the City should be considered only "gap"financing and should not be considered a substitute for debt and equity. However, the City Is under no obligation to provide gap financing just because a gap exists. In order for a property ownerldeveloper to be eligible to receive incentives andlor tax abatement for a project, the property ownerideveloper.• A. Must complete and submit this application and the application fee to the City. B. Owner/developer or ownerldeveloper's principals must not be delinquent in paying property taxes for any property owned in Fort Worth; C. Owner/developer or owner/developer's principals must not have ever been subject to the City of Fort Worth's Building Standards Commission's Review, D. Owner/developer or ownerldeveloper's principals must not have any City of Fort Worth liens files against any other property owned by the applicant property ownerideveloper. "Liens" including, but not limited to, weed liens, demolition liens, board-uplopen structure liens and paving liens. For business expansions projects, please include below services provided or products manufactured, major customers and locations, etc. For business expansion project involving the purchase andlor construction of real estate, please answer all that apply. Type of Project(choose one): Commercial/industrial Describe the company's plans for expanding or locating in Fort Worth(attach additional sheets as necessary): AA owns or is under contract to purchase property located adjacent to the Southern Reservations Office (SRO) at 4700 American Boulevard, Fort Worth, Texas, 76155. Company will redevelop and use the property for the location of its Integrated Operations Center, which is the command location for all flight activity in the company on a system wide scope. Page 2 of 5 - ----••-- -••- -r--•••- -r-• ^•�••� .- vv ,,.v..v•...v_ -• _ N�vNvvvv , - ­ ' lu -ky I GUVIlIV1Ig1 OIIGGIJ qA IIGVV0001'I). The center provides flight plans including route instructions, alternative destinations, fuel, passenger and cargo load configurations as well as flight and aircraft take off settings. It will also provide services for passenger re-accommodation, flight crew scheduling and aircraft routing for maintenance during abnormal operations. Staff will engage with the air traffic control organizations in every country served by AA. Area(Square Feet) Requirements: (a)Office 149,000 (b) Manufacturing (c)Warehouse (d)Showroom/Retail (e)Other Total Area (a+b+c+d+e): 149,000 SF Is the company expanding its existing local operations or relocating its operations from somewhere else to our area? r— Expansion r✓ Relocation If relocation,where is the company currently located? Fort Worth, TX and Pittsburgh, PA Does the company plan to lease or own the facility in Fort Worth? F Lease r✓ Own If the company is planning to lease space in Fort Worth,what is the lease term? Will the facility be built or does the facility already exist? r'7( New r` Existing If the company is occupying an existing facility, what is the address? If the company is constructing a new facility,what is the approximate location or address of the site? close to 47 American Blvd,Fort Worth,TX 76155 If the company is constructing a new facility,what is the anticipated date for commencement of construction?Summer 2014 Anticipated date for company to move into the facility: 9/30/2015 or earlier Development requests that will be sought for the project(select all that apply), [ Replat r Rezoning Current Zoning: Requested Zoning: (— Variances If yes, please describe: �- Downtown Design Review Board F_ Landmark Commission Real Estate Development 1. Current Assessed Valuation of. Land $ Improvements$ Total Size of Project: 149,000 SF Total Capital Investment: $ 88,000,000 Hard Construction Costs: $55,000,000 2. For mixed-use projects, please list square footage for each use: Page 3 of 5 1. Business Personal Property Total investment on equipment, machinery, furnishing, etc.: $ 33,000,000 r' Lease C✓ Purchase *Estimated taxable value of equipment, machinery, furnishing, etc.: $ 33,000,000 *This is the value that will be on the tax rolls which includes all tangible property. 2. Inventory and Supplies Value of Inventory: $0 Value of Supplies: $ 514,000 Percent of inventory eligible for Freeport Exemption (inventory, exported from Texas within 175 days) 0 % 3. EMPLOYMENT AND JOB CREATION From Development 1. How many persons are currently employed? 800 2. What percent of current employees above are Fort Worth residents?15 % 3. What percent of current employees above are Central City residents? 5 4. Please complete the following table for new jobs to be created from direct hire by applicant. First Year By Fifth Year By Tenth Year Total Jobs to be Created 1,300 1,300 1,300 Less Transfers* 500 500 500 Net Jobs %of Net Jobs to be filled by Fort Worth Residents %of Net Jobs to be filled by Central City residents * If any employees will be transferring, please describe from where they will be transferring. Please attach a description of the jobs to be created, tasks to be performed for each and wage rate for each classification. 5. Does the company provide the following benefits: F7 Retirement 17 Health r Dental f, Partner 6. Average wage paid to employees to be located at Fort Worth facility: $60,894 4.INCENTIVES REQUEST Incentive(s)Requested: (✓ Tax Abatement F7 Chapter 380 Economic Development Program Grant Do you intend to pursue abatement of County taxes? f—,/ Yes r No What level of abatement will you request: Years? Percentage? % 5.LOCAL COMMITMENTS During Construction What percent of the construction costs described under Real Estate Development will be committed to: Fort Worth businesses?25 Fort Worth Certified Minority and Women Business Enterprises? 25 ova Page 4 of 5 Regarding discretionary supper and service expenses(i.e landscaping,office or manufacturing supplies,janitorial services, etc; no utilities): 1. What is the annual amount of discretionary supply and service expenses? $ 514,000 2. What percentage will be committed to Fort Worth businesses?30 3. What percentage will be committed to Fort Worth Certified Minority and Women Business Enterprises? 25 Provide company contact information for the purchasing representative if known. Ronny Skinner 817-967-5752 Ronny.Skinner @aa.com DISCLOSURES Is any person or firm receiving any form of compensation, commission or other monetary benefit based on the level of incentive obtained by the applicant from the City of Fort Worth? If yes,please explain and/or attach details. These documents must be submitted with the application, otherwise the application will be deemed incomplete and will not be reviewed: a.)Attach a site plan of the project. b,) Explain why incentives are necessary for the success of this project. Include a business pro-forma or other documentation to substantiate your request. c.) Describe any environmental impacts associated with this project. d.) Describe the infrastructure improvements(water, sewer, streets, etc.) that will be constructed as part of this project. e.) Describe any direct benefits to the City of Fort Worth as a result of this project. f.)Attach a legal description or surveyor's certified metes and bounds description. g.)Attach a copy of the most recent property tax statement from the appropriate appraisal district for all parcels involved in the project. h.)Attach a description of the jobs to be created (technician, engineer, manager, etc.), tasks to be performed for each, and wage rate for each classification. i.)Attach a brief description of the employee benefit package(s)offered (i.e. health insurance, retirement, public transportation assistance, day care provisions, etc.) including portion paid by employee and employer respectively. j.)Attach a plan for the utilization of Fort Worth Certified M/WBE companies. k.)Attach a listing of the applicant's Board of Director's, if applicable. I.)Attach a copy of Incorporation Papers noting all principals, partners, and agents and all Fort Worth properties owned by each. The company is responsible for paying $5,000 as an application fee. If the application is withdrawn before the project is presented to City Council in Executive Session, the fee is refunded. Upon presentation to City Council in Open Session, $2,000 is non-refundable and is applied to offset costs incurred by the Housing and Economic Development Department. Upon approval by City Council, the balance of $3,000 can be credited towards required building permits, inspections fees, replatting fees, and other costs of doing business with the City related to the development. Any unused credit balance upon completion of the project will be refunded upon request from the company. On behalf of the applicant, I certify the information contained in this application, including all attachments to be true and correct. I further certify that, on behalf of the applicant, I have read the current Incentive Policy and all other pertinent City of Fort Worth policies and I agree with the guidelines and criteria state therein. Printed Name: C ck len- Title: MD-Government Affairs Signature: Date: Jun 27, 2014 Page 5 of 5 C �403 a AdMh LA l J - S r � r►v ♦ U Imis IIouiviv Necessity for the Incentives The IOC(Integrated Operations Center)will be a new building housing over 1,000 employees. The proximity to the HQ building is not of paramount importance as witnessed by the legacy US Airways center being located in Pittsburgh, PA and the main offices located in Tempe,AZ. Several cities expressed interest in locating and providing incentives when the US Airways center was being considered. We expected nothing different as the center will employ a professional group with wages significantly higher than most competitive areas. For this project, our initial plan was to expand the current facility. That direction was abandoned and a site for a new building began. The city of Fort Worth has been a great partner for many years and when it became known that an incentive program was available,our choice was clear. C. Describe any environmental impacts associated with this project. The current project will be designed with back up power generators that are only utilized when there is a power failure from the current campus utility plant, or required maintenance.They will be designed and constructed in compliance with EPA regulations regarding diesel power generation equipment. The current footprint of the building will be located within an existing parking lot. The additional green space around this footprint will reduce the impervious cover and not require additional storm water drainage. D. Describe the infrastructure improvements (water, sewer, streets, etc.)that will be constructed as part of this project. Primary utility service will come from the current campus utility plant. Furthermore,the existing on site infrastructure of the surrounding campus(sanitary,storm, IT, power) is adequate for back up improvements,therefore no new offsite utilities are required. The current building will fall within an existing parking lot and will not require any new streets. E. Describe any direct benefits to the City of Fort Worth as a result of this project. The project will provide the area with more than 1,000 high quality jobs and establish a significant tax base from the capital investment. 6.086 ACRE TRACT Part of Lot 1, Block 1, American Airlines Addition A. J. Huitt Survey, Abstract No. 709 City of Fort Worth, Tarrant County, Texas DESCRIPTION, of a 6.086 acre tract of land described in situated in the A. J. Huitt Survey, Abstract No. 709, Tarrant County, Texas and being a part of Lot 1, Block 1, American Airlines Addition, an addition to the City of Fort Worth, Texas according to the plat recorded in Volume 388-45, 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. recorded in Volume 4440, Page 599 of the Deed Records of Tarrant County, Texas; said 6.086 acre tract being more particularly described as follows (bearing system based on a bearing of South 89 degrees, 57 minutes East 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, at a TXDOT monument found in the south right-of-way line of State Highway No. 183 (a variable width right-of-way); said point being South 89 degrees, 57 minutes, 00 seconds East, a distance of 219.10 feet from the north end of a right-of-way corner clip at the intersection of the said south line of State Highway No. 183 and the east right-of-way line of American Boulevard (a variable width right-of-way); said point also being the beginning of a curve to the right; THENCE, in a southeasterly direction, along the said south line of State Highway No. 183 and along said curve to the right, having a central angle of 06 degrees, 30 minutes, 12 seconds, a radius of 2,844.79 feet, a chord bearing and distance of South 86 degrees, 41 minutes, 54 seconds East, 322.73 feet, an arc distance of 322.90 feet to a point; THENCE, South 06 degrees, 33 minutes, 12 seconds West, departing the said south line of State Highway No. 183, a distance of 225.99 feet to the POINT OF BEGINNING; THENCE, South 87 degrees, 59 minutes, 54 seconds East, a distance of 253.48 feet to a point for corner; THENCE, South 33 degrees, 55 minutes, 34 seconds East, a distance of 128.23 feet to a point for corner; THENCE, South 12 degrees, 06 minutes, 05 seconds East, a distance of 192.79 feet to a point for corner; THENCE, South 01 degrees, 27 minutes, 33 seconds West, a distance of 133.92 feet to a point for corner; THENCE, South 88 degrees, 35 minutes, 35 seconds East, a distance of 50.17 feet to a point for corner; THENCE, South 00 degrees, 22 minutes, 01 seconds West, a distance of 19.62 feet to a point for corner; THENCE, North 88 degrees, 35 minutes, 51 seconds West, a distance of 48.81 feet to a point for corner; THENCE, South 10 degrees, 29 minutes, 00 seconds West, a distance of 122.91 feet to a point for corner; Sheet 1 of 2 6.086 ACRE TRACT (continued) THENCE, South 20 degrees, 03 minutes, 49 seconds West, a distance of 109.50 feet to a point for corner; THENCE, North 87 degrees, 59 minutes, 54 seconds West, a distance of 404.23 feet to a point for corner; THENCE, North 01 degrees, 07 minutes, 30 seconds East, a distance of 200.63 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 00 degrees, 56 minutes, 44 seconds East, a distance of 103.75 feet to a point for corner; THENCE, North 33 degrees, 04 minutes, 21 seconds East, a distance of 60.72 feet to a point for corner; THENCE, North 00 degrees, 57 minutes, 56 seconds East, a distance of 114.49 feet to a point for corner; THENCE, North 33 degrees, 33 minutes, 15 seconds East, a distance of 50.92 feet to a point for corner; THENCE, North 00 degrees, 56 minutes, 44 seconds East, a distance of 109.32 feet to the POINT OF BEGINNING; CONTAINING, 265,084 square feet or 6.086 acres of land, more or less. 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Take a look at our wide-ranging benefits: • Medical, dental and vision coverage • Health Spending Accounts and Flexible Spending Accounts to help you cover the cost of eligible health care and dependent day care expenses • Life, accident and disability coverage • Tax-advantaged retirement savings through our $uper $aver 401(k) Plan • Other benefits, such as auto and home, and group legal insurance We also offer Healthmatters, our award-winning wellness program, to help you live healthier today for a better tomorrow. These rates apply to all full-time employees: Employee Employee+Spouse/ Employee Family Only Domestic Partner +Child(ren) Preferred $60.48 $157.24 $108.86 $211.67 Tier 1 $75.60 $196.55 $136.08 $264.59 Tier 2 $90.72 $235.86 $163.29 $317.51 w 7 � -- 820 IN SO s=o ilk 76017 7601 �1 FoRTWORTH Updated 08/27/2014 C) Central City Boundary CD Zip Codes Housing an• Economic •. CDBG Eligible . — Eligible Areas • Central City M&C Review Page 1 of 3 Official Sate cif the Gtv of Fort Wort'i? f F x is CITY COUNCILAGENDA FORTNVORTII COUNCIL ACTION: Approved on 6/10/2014 DATE: 6/10/2014 REFERENCE NO.: C-26830 LOG NAME: 17TAEDPAAA CODE: C TYPE: NON-CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of Tax Abatement Agreement and Economic Development Program Agreement with American Airlines for the Construction of an Integrated Operations Center Adjacent to its Southern Reservations Office at 4700 American Boulevard (COUNCIL DISTRICT 5) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a one year Tax Abatement Agreement and a fourteen year Economic Development Program Agreement with American Airlines in return for the investment amount of $88,000,000.00 in real and business personal property in connection with the construction of an Integrated Operations Center adjacent to its Southern Reservations Office at 4700 American Boulevard; and 2. Authorize the waiver of certain related development fees. DISCUSSION: The Housing and Economic Development Department is proposing a 15-year economic development program with American Airlines (Company) for the construction of an Integrated Operations Center adjacent to its Southern Reservations Office at 4700 American Boulevard. Project: The Company is a commercial airline engaged in carrying passengers and cargo domestically and internationally. The Company owns or is under contract to purchase property located adjacent to the Southern Reservations Office at 4700 American Boulevard. The Company will redevelop and use the property for the location of its Integrated Operations Center in return for the economic development incentives offered by the City. The proposed project is estimated to have a construction cost of $55,000,000.00 and the Company will invest a minimum of $33,000,000.00 in non-inventory, non- supply personal property improvements by December 31, 2015. Personal property value will be determined solely by the appraisal district having jurisdiction over the property. Failure to meet the real property investment is a condition of default and will result in immediate termination of the Agreement. Tax Abatement Agreement and Economic Development Program Agreement: The Housing and Economic Development Department is proposing a one year Tax Abatement Agreement with the Company that could potentially abate 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. Execution of the Tax Abatement Agreement by the City will allow other eligible taxing jurisdictions also to grant abatements of real and personal property taxes assessed by those jurisdictions. Under state law, an eligible taxing jurisdiction other than a municipality may not grant tax abatement on property within a municipality unless the municipality has also granted tax abatement for the same property. http://apps.cfwnet.org/council_packet/me_review.asp?ID=19889&councildate=6/10/2014 06/11/2014 M&C Review Page 2 of 3 The Tax Abatement Agreement will compliment a 14 year Economic Development Program Agreement, as authorized by Chapter 380 of the Texas Local Government Code, pursuant to which the City will make annual economic development 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 Economic Development Program Agreement will be structured as follows: Utilization of Fort Worth Companies and Fort Worth Certified M/WBE Businesses (Real Property Improvements): The Company is required to spend the greater of$13,750,000.00 or 25 percent of construction costs with contractors that are Fort Worth companies. The Company is also required to spend the greater of $13,750,000.00 or 25 percent of construction costs with contractors that are Fort Worth Certified Minority/Women-Owned Business Enterprise (M/WBE) companies (with the understanding that dollars spent with Fort Worth Certified M/WBE companies will also count as dollars spent with Fort Worth companies). Employment Commitments: The Company will employ a minimum of 1,300 Full-Time Employees (FTEs) on the property by December 31, 2015. The Company will fill the greater of 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 Fort Worth Companies and Fort Worth Certified M/WBE Businesses (Supply & Services): The Company will spend the greater of 30 percent or $150,000.00 of annual discretionary supply and service expenditures with contractors that are Fort Worth contractors. This amount applies to all years in which the City participates in the project. The Company will spend the greater of 25 percent or $125,000.00 of annual discretionary service and supply expenditures with contractors that are Fort Worth Certified M/WBE contractors (with the understanding that dollars spent with Fort Worth Certified M/WBE companies will also count as dollars spent with Fort Worth companies). This amount applies to all years in which the City participates in the project. Supply and Service Expenditures means all expenditures by the Company expended directly for the operation and maintenance of the development excluding amounts paid for electric, gas, water and any other utility services. City Commitments: The tax abatement and all grant payments are based on and shall not exceed 85 percent of the incremental increase in value of real property improvements (above a base year value) and business personal property at the new facility calculated in accordance with achievement of the commitments and goals set forth in the following chart: Company Commitment Potential Abatement Real and Personal Property Investment 30 Percent Real Property Improvements with Fort Worth Contractors 10 Percent Real Property Improvements with Fort Worth M/WBE Contractors 10 Percent Overall Employment 15 Percent Employment of Fort Worth Residents 10 Percent Employment of Fort Worth Central City Residents 5 Percent Utilization of Fort Worth Companies for Supplies and Services 2.5 Percent Utilization of Fort Worth M/WBE Companies for Supplies and 2.5 Percent Services TOTAL 85 Percent Except for cases of default, failure to meet a commitment will result in a reduction of the corresponding component of the abatement and grants for that year proportional to the amount the commitment was http://apps.cfwnet.org/council_packet/mc_review.asp?ID=19889&councildate=6/10/2014 06/11/2014 M&C Review Page 3 of 3 not met or for the duration of the Agreement term in the case of construction commitments. Fee Waivers: As part of this Economic Development Program and consistent with the public purposes of assisting in the development and diversification of the economy and the elimination of unemployment consistent with Article 3, Section 52-a of the Texas Constitution, the City will waive the following fees related to the Required Improvements that would otherwise be charged by the City at any time prior to the Completion Deadline: (i) all building permit, plan review, inspection and re-inspection fees; (ii) all zoning fees; (iii) all temporary encroachment fees; (iv) all platting fees; and (v) all fire, sprinkler and alarm permit fees. All other fees charged or assessed by the City, in accordance with applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to transportation impact fees and water and sewer impact fees are not waived and shall be fully payable. The project is located in COUNCIL DISTRICT 5, Mapsco 56J. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will not increase the total appropriations on City funds. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Jesus Chapa (5804) Additional Information Contact: Robert Sturns (212-2663) Ana Alvarado (212-2680) ATTACHMENTS AA Reference Map.pdf http://apps.cfwnet.org/councii_packet/mc_review.asp?ID=19889&councildate=6/10/2014 06/11/2014