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Home My WebLink AboutContract 46132-A1 �1r A. I Y �O TEXAS § ti. . ' CO IVY OF TARRANT § AMENDMENT NO. 1 TO CITY SECRETARY . 46132 TAX ABATEMENT AGREEMENT BETWEEN CITY OF FORT WORTH AND AMERICAN AIRLINES, INC. This AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT NO. 46132 ("Amendment") is entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipality organized under the laws of the State of Texas, and AMERICAN AIRLINES, INC. ("Company"), a Delaware corporation. The City and Company hereby agree that the following statements are true and correct and constitute the basis upon which the City and Company have entered into this Amendment: A. The City and Company previously entered into that certain Tax Abatement Agreement dated as of November 4, 2014, a public document on file in the City Secretary's Office as City Secretary Contract No. 46132 (the "Agreement"). The Agreement is part of a larger economic development incentive offered by the City for development by Company of a new Integrated Operations Center (the "Project") on approximately 47 acres of property in the City, as more specifically described in Exhibit "A" of the Agreement (the "Land"). Under the Agreement, the City has agreed to abate certain ad valorem taxes on real property improvements located on the Land and certain ad valorem taxes on business personal property located on the Land. B. Recital D of the Agreement states that Company owns the Land. Subsequent to execution of the Agreement, Company, as part of its restructuring, discovered that Dallas-Fort Worth International Airport actually owns the Land and leases the Land to Company. The Land is tax-exempt because it is owned by Dallas-Fort Worth International Airport. Company is the owner of a leasehold interest in the Land and all 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 improvements located on the Land is taxable. C. Section 312.204 of the Texas Tax Code authorizes the City to enter into tax abatement agreements with (i) owners of taxable real property located in a reinvestment zone or (ii) owners of leasehold interests in tax-exempt real property. Because Company is the owner of a leasehold interest in the Land, which is tax-exempt, rather than the owner of taxable land, the City and Company swish. to , amend,-the. Agreement to reflect this distinction. Because Company's leas 1�' flit P.4 o Page 1 MY%;r>'SECRE IAR Y i Amendment No. I to CSC No.46132 Tax Abatement Agreement between City of Fort Worth and American Airlines, Inc. �� "n � � 1� � qX include taxable value in improvements located on the Land (the Abatement. granted under the Agreement did not apply to any taxes on the Land itself) the provision of the Agreement requiring that the Company own the Land was not necessary to the Agreement. D. This Amendment is authorized under § 312.208 of the Texas Tax Code because (1) the provisions of this Amendment include provisions that could have been included in the original Agreement and delete provisions that were not necessary to the original agreement, and (ii) this Amendment has been entered into following the same procedure in which the Agreement was approved and executed. NOW, THEREFORE, the City and Company, for and in consideration of the terms and conditions set forth herein, do hereby contract, covenant and agree as follows: 1. The second sentence of Recital D of the Agreement is hereby amended to read as follows: Under a lease with Dallas-Fort Worth International Airport, Company is also the owner of a leasehold interest in approximately 47 acres of tax- 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 of this Agreement for all purposes (the "Land"). 2. Section 6.6 of the Agreement is hereby amended to read as follows: In accordance with Section 312.204(a) of the Code, Company's eligibility for the Abatement is contingent on Company's ownership of the leasehold interest in the Land and the improvements. If 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 person or entity in accordance with Section 10 of this Agreement, this Agreement will terminate on the effective date of the transfer. 3. The first sentence of Section 10. of the Agreement is hereby amended to read as follows: 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 leasehold interest in the Land and the improvements located on the Land, and will own or lease all the New 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 Page 2 Amendment No. I to CSC No.46132 Tax Abatement Agreement between 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 or successor agrees to assume and be bound by the covenants and obligations of Company under this Agreement. 4. Capitalized terms used but not identified in this Amendment shall have the same meanings assigned to them in the Agreement. 5. This Amendment contains the final written expression of the City and Company with respect to the subject matter hereof. This Amendment may be executed in multiple counterparts, each of which will be considered an original, but all of which constitutes one instrument. 6. This Amendment is effective as of the Effective Date of the Agreement. EXECUTED as of the last date indicated below: [SIGNATURES IMMEDIATELY FOLLOW ON NEXT PAGE] Page 3 Amendment No. I to CSC No.46132 Tax Abatement Agreement between City of Fort Worth and American Airlines, Inc. OR CITY OF >r(IRT WORTHS By: x Da;t_Ci Manager., .. Title: . � � �. ��1AY ty . i _... ... ._... _ . --4 APPROVED AS TO FORM AND .a:EGAt.117Y: Peter Vak:y Deputy City Attorney M ,a .m ,�11. r � _ _............ STATE OF TEXAS § COUNTY OF TARRANT BEFORE, the undersigned auth ority, on this day personally appeared David Cooke, City Manager of the CITY OF FORT WORTH, a municipality organized under the laws of the State of Texas, r own to me to be the person and officer whose name is subscribed to the foregoing instrument„ and acknowledged to me that the same was e act of the CITY OF FORT WORTH, that he was duty alrthon ed to perform the and that he e ecuted the same as e act of the CITY OF FORT WORTH for the purposes and consideration therein expressed and in.the Icapacity therein slated. GIVEN UNI)F R MY HAND AND SF-'AL OF OFFICE this J ....._day Of 2015. e tltrlatuc d I or :_.. e State of Texas �µ° ��- L� l RUN -F� J q ' � @64 Notary's Printed N._._ � 0t �� .� x e .„„. k IlWmll'WII IIWC L RD CITY IIIIIIIA ItI 17. WORTH, VI OIX Ye p I Amendment No ➢ to CSC.,No,4613 Tax Abaement Agreement between I City o'°1f Fort Worth.and American Airlines,ffic. AMERICAN IRLINES, INC., AMERICAN IRI a Delaware co .or tion: B .Name: 'Title: Vl'c�IPI�'d&RtC�rAem=ntMdAbWdAfts iDate: 51,— v /- STATE OF TEXAS § COUNTY OF TA NT § BEFFIC)RDE ME,the undersigned authority, on this day personally appeared ,:1_0013�'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 day of June, 2015. Notary Public in and for the State of Texas Notary's Printed Name Joanna Moore Notary ftWk-. Some efrelas s Exwoves:09-29-20181 Page 5 Amendment No. I to CSC No.46132 Tax Abatement Agreement between City of Fort Worth and American Airlines,Inc.