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1999-04-27
SPECIAL CITY COUNCIL MEETING 667 NORTH CARROLL AVENUE SOUTHLAKE, TEXAS APRIL 27, 1999 MINUTES COUNCILMEMBERS PRESENT: Mayor Rick Stacy; Mayor Pro Tem W. Ralph Evans; Deputy Mayor Pro Tem Scott Martin. Members: Debra Edmondson, Gary Fawks, Ronnie Kendall and Wayne Moffat. CITY STAFF PRESENT: City Manager Curtis Hawk; Assistant City Manager Shana Yelverton; Assistant to the City Manager Shelli Siemer; Director of Economic Development Greg Last; Economic Development Coordinator Kate Barlow; Deputy Director of Public Works Charlie Thomas; Director of Engineering Services Ron Harper; Deputy Director of Public Safety, Police Services Gary Gregg; Deputy Director of Public Safety Fire Services Garland Wilson; Director of Public Safety Billy Campbell; Interim Director of Planning Karen Gandy; City Attorney Wayne Olson; and, City Secretary Sandra L. LeGrand. Agenda Item #1, Call to Order The Special City Council meeting was called to order by Mayor Rick Stacy at 4:05 p.m. Director of Economic Development Greg Last introduced officials from the Sabre Group and welcomed them to the City of Southlake. Those introduced include: Wayne Olson, City Attorney for City of Southlake Carol Kelly, Vice President of Corporate Services with Sabre Group Dean Sanderson, Sabre Group Jennifer Hudson, Public Relations Manager Richard Kuhlman and Tom Allen, Maguire Partners Mike Mullis, President and CEO of Sabre Group Jeff Doral, Attorney for Sabre Agenda Item #2 -A, Executive Session Mayor Rick Stacy advised the audience that the City Council would be going into executive session pursuant to the Open Meetings Act, Chapter 551 of the Texas Government Code, Section 551.071 to seek consultation with the City Attorney. Council adjourned into executive session at 4:07 p.m. Council returned to open session at 4:17 p.m. Agenda Item #2 -B, Action Necessary- Executive Session No action was taken as the result of the executive session. Special City Council Meeting Minutes of April 27, 1999 Page 1 of 4 Agenda Item #3, Presentation Regarding the Sabre Corporate Consolidation Project in Southlake in the Solana Development. Director of Economic Development Greg Last introduced Carol Kelly, Sabre Group. Ms. Kelly thanked the City of Southlake for the support that has been given to Sabre Group for the last few months. Kelly stated, "We believe that Southlake offers the best of all worlds to Sabre. It is a growing prosperous city within minutes of DFW Airport and other commercial areas and the City also enjoys a high standard of living, good schools and friendly citizens. The waive of growth in the metroplex is expected to occur in this corridor of Tarrant County and it is clear that the City is doing everything possible to ensure that Southlake is at the heart of that growth, and that is very exciting to us. Southlake is already a familiar place to us as we have some 1,500 employees in the Solana Development already, and we have found that to be a very enjoyable and profitable experience for us. We at Sabre are looking forward to working with the City of Southlake, Tarrant County and Maguire Partners, and hopefully finalize the deal that will be beneficial to all of us, including the valued employees of Sabre. We are confident that the City will continue to view Sabre as a friendly professional neighbor and a good corporate citizen is what we try to be." Director of Economic Development Greg Last gave an overview of the development concept that was provided regarding Sabre Development. He stated Sabre is the world leader in the electronic distribution of travel and information technology solutions for the travel and transportation industry. 1998 revenues were $2.3 billion, up 29 percent from 1997. Net earnings were $232 million, up 16 percent from the prior year. The headquarters for Sabre is in Dallas/Fort Wroth, Texas, and the company has more than 10,700 employees worldwide and nearly 6,100 employees in the Dallas/Fort Worth area. Their Tulsa Data Center consists of 30 mainframe computers with a capacity of 10,730 MIPs and 29.1 terabytes of electronic storage - equivalent to 7 billion pages of information. Mr. Last stated the site under consideration is approximately 152 acres controlled by Maguire Partners, southeast of the existing Sabre building on Kirkwood Boulevard, and bounded by SH 114 on the southwest and White Chapel on the northeast. The site includes property currently within a residential planned unit development district (RPUD) as well as a non - residential planned unit development district (NR -PUD). Rezoning will be required for the 152 -acre property. The Sabre Campus Headquarters Project is intended to be a series of connected low -rise campus -style corporate buildings wrapped around the natural terrain afforded by the site. It is anticipated that each building will not exceed five (5) stores in height. While there will be some surface parking, the majority of employee parking will be accommodated with structured parking buildings. Using the benefits of the existing trees and open areas, Sabre plans to provide amenities such as jogging trails, ball fields, and landscaped campus green spaces. Special City Council Meeting Minutes of April 27, 1999 Page 2 of 4 Construction will occur in phases over an eight (8) year period. The first phase is slated to begin construction in third quarter 1999 with scheduled completion of the first 450,000 square feet office building in second quarter 2001. Current projections show that the eventual size of the Sabre Campus Headquarters will encompass over 2,000,000 square feet by late 2008. A financial analysis has been prepared based on a 10 -year 90% abatement of real and personal property taxes (City and County only) for each year of the multi -year construction program. Early years reflect a deficit to the City typical of the service cost timing of development projects. The City typically incurs some plan review costs prior to payment of building inspection fees for issuance of the building permit. As well, there is an anticipated cost of police monitoring of construction sites. Related planning and permit fees maintain an appropriate balance between revenues and service costs through the construction program years (2000- 2008). Each program year has a 10 -year tax abatement beginning January 1 after the year the Certificate of Occupancy (CO) is issued for that phase of construction. The after - abatement projected cumulative 10 -year revenues (2009) for the project total $5,684,191 and the 20 -year revenues (2019) for the project total $18,348,389. A copy of the information as outlined by Mr. Last is hereby attached to the minutes of this meeting. Mr. Last stated all the numbers in the outline are best estimates and good faith estimates. Agenda Item #5 -A, Discussion: Resolution No. 99 -26, Adopting a Tax Abatement Policy Resolution No. 99 -26, adopting a Tax Abatement Policy was discussed. The general purpose and objectives of the policy were discussed as well as the applicability and abatement criteria. Greg Last stated Resolution No. 99 -26 will be placed on the City Council agenda for consideration. Agenda Item #5 -B, Discussion: Resolution No. 99 -27, Approving the Terms and Conditions of a Program to Promote Economic Development. Resolution No. 99 -27, approving the terms and conditions of a program to promote economic development and stimulate business and commercial activity in the City, was discussed and will be placed on a City Council agenda for consideration. Agenda Item #5 -C, Discussion: Resolution No. 99 -28, Approving the Terms and Conditions of the Agreements by and among the City of Southlake, Maguire Partners - Solana Limited Partnershp and The Sabre Group. Resolution No. 99 -28, approving the terms and conditions of agreements by and among the City of Southlake, Maguire Partners - Solana Limited Partnership and The Sabre Special City Council Meeting Minutes of April 27, 1999 Page 3 of 4 Group, Inc., establishing and providing for tax abatement was discussed with Council. This item will become before Council at a later date for approval. Agenda Item #4 -A, Ordinance No. 744, 1 reading, Designating Reinvestment Zone Number Two Ordinance No. 744, 1 reading, is an ordinance designating Reinvestment Zone Number Two in the City of Southlake, pursuant to Chapter 312 of the Texas Tax Code; establishing the boundaries thereof and other matters related thereto; providing that this ordinance shall be cumulative of all ordinances; providing a severability clause; and, providing an effective date, was presented by Greg Last. Mr. Last stated, the City of Southlake desires to promote the development or redevelopment of a certain contiguous geographic area within its jurisdiction by the creation of a Reinvestment Zone for commercial- industrial tax abatement, as authorized by Chapter 312, of the Texas Tax Code. Motion was made to approve the 1 reading of Ordinance No. 744. Motion: Martin Second: Evans Ayes: Martin, Evans, Fawks, Kendall, Moffat, Edmondson, Stacy Nays: None Approved: 7 -0 vote Agenda Item #6, Adjournment The Special City Council meeting was adjourned by Mayor Rick Stacy at 5:45 p.m. C:4 Mayor Rick Stacy ATTEST: u ntai e p r andra L. LeGrand e 0 ' m City Secretary r :„1/4 ° e °° ........ °°° M: \ WP-FILES \MINUTES \SPEC -CC- MIN- 4- 27 x $4 ° 4% 1 11 6 bti �e�\��� ` Special City Council Meeting Minutes of April 27, 1999 Page 4 of 4 City of Southlake, Texas MEMORANDUM April 1, 1999 TO: Curtis E. Hawk, City Manager FROM: Lou Ann Heath, Director of Finance SUBJECT: Ordinance No. 709 -A, 1' Reading, Amending Ordinance No. 709, amending FY 98 -99 Annual Budget. Action Requested: City Council consideration of Ordinance No. 709 -A that amends the FY1998 -99 Annual Budget. Background Information: Ordinance No. 709 -A is presented to the Council to reflect the proposed mid year changes to the Adopted FY 1998 -99 Budget. These items have been discussed with the Council at previous meetings, and most address personnel issues to meet increasing service demands. "Exhibit A" is an attachment to the ordinance, and includes a summary of the proposed expenditure revisions titled "Proposed Mid Year Budget Revisions FY1998 -99 ". Also included is an "All Funds Summary" as well as a summary of each fund budgeted. These summaries reflect the changes by fund. It should be noted that the only fund with proposed mid year budget revisions is the General Fund. All other funds remain the same as approved at October 1, 1998. In the General Fund, Division 146, Public Works Administration reflects a proposed increase of $41,010 for the addition of a Director of Engineering Services. The expenditures include all personnel costs, including benefits, an auto allowance, pager and mobile phone, as well as a computer and office furnishings for the remainder of the year. The separation of Engineering Services from Public Works in the budget document will occur October 1, 1999. Likewise, Economic Development will be shown as a separate department from Planning with the adoption of the FY1999 -00 budget. Also in the General Fund is a proposed increase of $43,547 in Division 151, Economic Development, for the addition of a Director of Economic Development. The budgeted expenditures are similar to those detailed for Division 146. Lastly, a proposed increase of $13,213 is budgeted for Division 105, Support Services, for additional office space. With an increase in the number of personnel last year and this year and the completion of the new Town Hall not expected to until the end of the year 2000, the temporary additional space is needed. The space is adjacent to existing leased space and is available under the same provisions as our current lease. 8D -1 Curtis E. Hawk Ordinance No. 709 -A April 1, 1999 page 2 Financial Considerations: The proposed amendment increases budgeted expenditures but shows no budget amendment to revenues. It is expected, as stated in the Mid -Year Review documents, that revenues will continue to come in at or slightly above budget estimates. It is anticipated that fund integrity will be maintained, even if revenues do not exceed our projections, as the expenditure adjustments reflect the general fund balance at 18.50 %. This is within the adopted Fund Balance Policy, which states a minimum balance of 15 % and an optimum balance of 25%. Citizen Input/ Board Review: Information relating to the proposed changes was presented to City Council at the Mid Year Review on March 23, 1999. Legal Review: N/A Alternatives: The alternative is not to amend the budget and forgo the proposed revisions. Supporting Documents: Ordinance No. 709 - A and Exhibit A. Staff Recommendation: Approval of Ordinance No. 709 - A by the City Council. Approved for Submittal to City Council: • City . na: - 's ►n, 8D- z, City of Southlake, Texas MEMORANDUM April 1, 1999 TO: Curtis E. Hawk, City Manager FROM: Shelli Siemer, Assistant to the City Manager SUBJECT: Policy for Neighborhood Traffic Calming Action Requested: Discussion of a policy for neighborhood traffic calming. Background Information: This item was originally discussed as a policy for speed humps and other traffic calming devices with the City Council at the October 13, 1998 Special City Council Meeting. Revisions to the policy were then distributed to the City Council on October 30. The City Council directed staff to address the traffic concerns in the Coventry Manor Subdivision and the Shady Lane area by following the speed hump policy as test cases. Meetings were held on November 5, 1998 with the Coventry Manor residents, and on November 9, 1998 with the Shady Lane residents. As indicated in the draft policy, the goal of the first meeting is to obtain input from the residents regarding their traffic concerns and educate them about traffic calming options. Residents in both areas indicated there is a high level of cut - through traffic and speeding throughout their neighborhood. Speed humps were presented as the most viable option to resolve the traffic volumes and speeding. The reaction from residents at both meetings was against installing speed humps. An immediate solution offered to the residents of Coventry was for the patrol officers to monitor the traffic on Turnberry Lane and Coventry Lane to enforce the 25 mph speed limits. A suggestion for the Shady Lane residents was for the Department of Public Safety to obtained additional statistics regarding the traffic volumes and speed along the Shady Lane. Despite their request for speed humps, the negative reactions from the residents regarding speed humps indicates the policy should pursue a more general approach for traffic calming devices. This policy has been revised from the original policy on "speed hump and other traffic calming devices" to address a more general approach to traffic calming. Financial Considerations: Implementing a policy will not have any financial implications. As addressed in the policy, the decision to install traffic calming devices will likely have financial implications, which will be brought forward to the City Council as they arise. /D/ / Citizen Input/ Board Review: Since the initial meetings, staff has held follow -up meetings with Shady Lane to report the results of the traffic studies. This meeting was held on March 9`'' as a SPIN 6 meeting, and there were only four people in attendance. . The residents in Coventry Manor submitted a petition at the end of January requesting traffic calming devices in the form of islands and raised cobblestone strips. Staff designed plans for these traffic calming devices and presented them to the residents of Coventry Manor on Wednesday, March 31. Legal Review: Not applicable. Alternatives: This is a policy recommendation to allow the City Council and staff to address traffic calming requests in a consistent and uniform manner. The draft policy can be revised according to the results of the discussion with the City Council. Supporting Documents: Draft Policy for Neighborhood Traffic Calming. Staff Recommendation: Please place this discussion item on the April 6. 1999 City Council Agenda. Approved for Submittal to City Council: City Ma .ge-s71:7 City of Southlake Policy for Neighborhood Traffic Calming The City of Southlake's Neighborhood Calming Traffic Program is designed to help provide relief to neighborhoods from the impacts of speeding and through traffic. Public Works staff meets with neighborhoods and helps to identify the problems well as suggest possible remedies. Purpose Speeding and unsafe driving practices on residential streets have become an increasing concern to the City of Southlake residents. Excessive speeds jeopardize both the safety and livability in the neighborhoods. Proposed traffic calming programs will be designed to meet the needs of a particular situation, and the actual features, spacing, layout, and other elements of the overall design will be determined by the particular circumstances of the case under consideration. This policy focuses on the installation of various traffic calming devices, and provides a description of the devices dial eau be used iu calm ua ii% along neighborhood streets. This policy is designed to provide reasonable opportunities for the installation of traffic calming devices for specified types of streets b ' n technical criteria, the l.3'•�JIiJ Vl residential J�l�ViJ based �w technical �.al��. +�.+, degree of support from the residents along the proposed street, and the street conditions. The City will analyze the traffic problem reported by a neighborhood to find the appropriate device to meet the specific needs of the community while placing emphasis on traffic calming devices which are self - enforcing, comparatively inexpensive, and effective in reducing speeds and cut through traffic. II. Eligibility Requirements for the Installation of Traffic Calming Devices For a street to be considered for installation of a traffic calming device in the City of Southlake, the proposed street must meet the following technical guidelines: A. The proposed street must be classified other than an arterial or collector street as specified in the current City of Southlake Thoroughfare Plan. B. The proposed street should have no more than two traveling lanes, one in each direction. C. Traffic volumes on the proposed street must be more than 500 vehicles per day, but less than 4,000 vehicles per day (vpd). /D4 -3 Traffic Calming Policy 3/25/99 Page 2 D. The proposed street shall have a posted or prima facie speed limit of 30 mph or less as determined in accordance with state law. E. The 85 percentile speed of the traveling traffic on the proposed street must be greater than 35 mph. F. The street must not be an identified primary route for emergency response vehicles. City Council may waive any or all eligibility requirements based on special hazards or needs. Additionally, Consideration will be given to partial payment by neighborhoods for the installation of traffic calming devices on streets not meeting all the eligibility requirements. III. Application Procedure A. Application for Traffic Calming Devices Individual residents or Neighborhood Associations (hereinafter referred to as applicant) can initiate requests for the installation of traffic calming devices along their street (Attachment 1). The request must be submitted in writing, including at least five (5) additional signatures (one per residence) of residents along the proposed street. To receive an application, please contact the following: City of Southlake Director of Engineering 1725 E. Southlake Blvd. Southlake, TX 76092 481 -5581 x. 741 B. Traffic Calming Evaluation Plan After an application for traffic calming has been received, the City will initiate the adopted traffic calming evaluation plan. (Attachment 2). After the first neighborhood meeting, the city staff will conduct an investigation to determine whether the operational and geometric characteristics of the proposed street meet the eligibility requirements for traffic calming device installation. If these guidelines are not met, the street will not be considered for installation of a traffic calming device, and the applicant will be notified. There will be an evaluation to determine whether alternative traffic calming devices may be more effective on the proposed street. Consideration will also be /D/9 ¥ Traffic Calming Policy 3/25/99 Page 3 given to whether or not the situation warrants the installation of traffic control devices (i.e.: stop signs, speed limit signs, etc) instead of traffic calming devices. C. Petition Process A standardized petition form will be prepared by the City to identify all the property owners within the impact area. The petition will determine the level of agreement among property owners within the impact area. One petition will identify those property owners within the primary impact area and a second petition will identify those property owners within the secondary impact area. The applicant will be responsible for circulating the petition and information describing the traffic problem and petition procedures to be followed for property owners in the impact area. Support from two - thirds majority of property owners within the primary impact area, and one -half (50 %) of the property owners in the secondary impact area is required to install traffic calming devices. Once the City has received the signed petition, a public hearing will be scheduled for a decision by the City Council. �. I...pact Area The impact area is defined as those residents which are negatively impacted by excessive through traffic volumes and/or speeding within their neighborhood. The primary and secondary impact areas are defined below: 1. Primary Impact Area: The primary impact area is defined as those property owners along the proposed street. 2. Secondary Impact Area: The secondary impact area is defined as those property owners along the other neighborhood streets that connect to the proposed street. Each household, business, school, etc. within the primary and secondary impact areas is entitled to one signature on the petition per address. Non - resident property owners are included in the petition process. Residents who are not property owners are not included in the petition process, but will be invited to all public meetings. In the case of one property owner with multiple properties within specifically affected area, that property owner will be provided 1 vote for each parcel they own. IV. Traffic Calming Location Procedures A. Positioning Traffic Calming Devices /D/4-`3 Traffic Calming Policy 3/25/99 Page 4 The City of Southlake will determine the location of all traffic calming devices in accordance with these guidelines and safe traffic engineering principles. Consideration should be considered to the following general placement standards: 1. Traffic calming devices should be placed an adequate distance from intersections, stop signs or tight turns. 2. Traffic calming devices should be spaced adequately apart to manage speeds along the street. 3. The final positioning of the device should take into consideration the distance from driveways, property line locations, man -hole and fire hydrant placement. 4. Location of traffic calming devices should not impede proper drainage. 5. Traffic calming devices should be located near street lights to illuminate them at night. Installation of devices should take advantage of existing or planned street. lighting. 6. The City of Southlake may restrict parking for within a defined distance for some traffic calming devices, if deemed necessary. 7. Placement of traffic calming devices should not limit visibility of device or roadway. 8. Traffic calming devices shall be placed within an adequate distance of a traffic signal, stop sign or yield sign or an uncontrolled intersection. B. Warning Signs 1. Proper warning signs should be installed to notify motorists of the traffic - calming device. 2. A temporary (two weeks) warning flag should be placed on the approach side of each sign to add an animated impact to the signs. 3. Speed advisory signs stating the recommended speed limit (20 mph) may be installed for some of the traffic calming devices to warn motorists of traffic calming. C. Pavement Markings 1. Pavement markings may be needed to increase the visual impact of the traffic calming device by increasing motorist awareness. / to Traffic Calming Policy 3/25/99 Page 5 V. Project Prioritization After the project evaluation plan has been completed and it has been determined that a particular traffic calming device will be installed on a proposed street, the street will be placed on a priority list for construction of traffic calming devices. A priority ranking based on a point system will be assigned to the proposed street depending on existing speeds and traffic volume; average number of speed- related accidents recorded by the Southlake Public Safety Department; and the presence of schools and other pedestrian - generating facilities such as parks, schools, etc. along the proposed street. The number of points assigned to each criterion for purposes of Project Prioritization are summarized in Attachment 3. The proposed streets with the greatest number of points will be given top priority. Among those with the same rank, higher priority will be given to proposed streets with the earliest application date. Prioritization does not apply for those streets in which the City Council deems it necessary to waive the eligibility requirements. In these cases, a higher priority will be given to proposed streets in which residents are wiiiing to share costs associated whit tiic installation of traffic calming devices for those streets not meeting all the eligibility requirements. VI. Cost Responsibility The City of Southlake will bear the responsibility of the cost for traffic calming device installation, but it will be a City Council decision to consider the funding implications for the recommended traffic calming device. The City Council may give consideration to sharing costs with neighborhoods for the installation of traffic calming devices on streets not meeting all the eligibility requirements. VII. Traffic Calming Device Removal Criteria Traffic Calming Devices will be removed only when all of the following criteria have been met: A. The residents must apply for the removal of traffic calming devices. B. The traffic calming device must have been in place for an adequate review period (typically twelve months) before considered for removal. /D/ 7 Traffic Calming Policy 3/25/99 Page 6 C. The same criteria for installing traffic calming devices will be followed for the removal of traffic calming devices. A two- thirds majority petition of the residents of the impact area stating that the traffic calming devices no longer meet their needs and that they want them removed must be presented to the City. D. Staff will estimate the cost of removing the device and restoring the roadway to its original condition, after which the property owners of the impact area must demonstrate their willingness to pay, or E. City Council may direct staff to remove the device due to public safety concern. VIII. Types of Traffic Calming Devices The recommendations for traffic calming will be based upon the circumstances of the case at hand and the best design practices. Some of the traffic calming measures that may be recommended for use in the City of Southlake are described in this section. All traffic calming plans will be fully explained to areas considering and /or requesting traffic calming. A. Speed Humps Speed humps are raised sections of the roadway constructed to reduce vehicular speeds. The hump has a width of approximately 22 feet and is 3 -4 inches high at its center. 1. Purpose The primary purpose of a speed hump is to reduce speeding and cut through traffic. 2. Eligibility Criteria Speed humps are only applicable on streets classified other than arterial or collector streets, with only two traveling lanes. 3. Advantages a. Self - enforcing. b. Comparatively inexpensive to other traffic calming devices. c. Effective in reducing speeds and cut through traffic. Traffic Calming Policy 3/25/99 Page 7 4. Disadvantages a. Requires appropriate signage to properly warn motorists. b. May have impact on emergency vehicle response times. c. May have a physical impact on vehicle crossing over hump at higher speeds. B. Traffic Circles Traffic circles are circular raised islands placed in the center of an intersection. The size and shape of circles are typically 20 to 25 feet in diameter, but they can vary as determined by the physical construction of the intersection. 1. Purpose The primary purpose of a traffic circle is to divert traffic back onto collectors and a:4141ia1s. They can also be used to regulate uncontrolled intersections. Another important purpose of a traffic circle is to reduce speeding. 2. Eligibility Criteria Traffic circles are only applicable at intersections within residential streets. Recommended for uncontrolled intersections where vehicle right -of -way may be uncertain. 3. Advantages a. Reduces vehicle speeds at the device location. b. Reduces collision points and severity when accidents occur. 5. Disadvantages a. High installation costs. b. Precludes bicycle accommodation. c. Causes deviation from straight line path. d. Affects fire response time and school bus turning radius. C. Chokers, Curb Extensions or Chicanes Traffic Calming Policy 3/25/99 Page 8 Chokers, curb extensions or chicanes are various methods of narrowing the roadway by extending raised curbs into the street. Chokers and curb extensions are typically at intersections. They can be used to reduce speeds at the location of the device or redirect traffic by prohibiting two way traffic flow. 1. Purpose The primary purpose of curb extensions, chokers and chicanes is to provide a visual cue to motorists that they are on a residential street. Curb extensions also enhance the pedestrian crossing points. 2. Eligibility Criteria These must be placed on neighborhood streets. Curb extensions can be installed at intersections or mid - block. They may be used in conjunction with other traffic calming devices. 3. Advantages - a. Reduces pedestrian crossing distance. b. Facilitates transit loading end iin c. Prevents passing of turning vehicles. d. Requires no deviation from a straight line path. 4. Disadvantages a. High installation costs. b. Precludes bicycle accommodation. c. Eliminates parking along street. d. Maintenance cost can be high if landscaped e. May negatively effect drainage along the street. Other chokers or intersection redesign measures can take the form of semi - diverters or diagonal diverters. Semi - diverters limit access to a street from one direction by blocking half the street, especially if one direction of travel predominates on a street. Diagonal diverters place a barrier diagonally across an /40,4—/0 Traffic Calming Policy 3/25/99 Page 9 intersection, disconnecting the legs of the intersection. These devices are effective in reducing volume. D. Mid -Block Medians or Islands These devices may be effective in reducing speeding and cut - through traffic and provide good landscape opportunities. They are similar to traffic circles, but they are elongated and are constructed in the middle of blocks. 1. Purpose The primary purpose of a mid -block median is to slow speeding and reduce the number and severity of vehicular accidents. 2. Eligibility Criteria The design of the median should be constructed to allow traffic to pass in both directions. They may be used in conjunction with other traffic calming devices. 3. Advantages a. Prevents passing. b. Separates opposing vehicle travel lanes. c. Provides visual enhancement of roadway. 4. Disadvantages a. Expensive if landscaped. b. Limits parking along streets. E. Rumble Strips Rumble strips are raised bands of material (typically reflectorized pavement marking tape) placed across the roadway to create a sound or vibration to alert motorists of upcoming situation requiring them to slow down or stop. Rumble strips are spaced approximately 2.5 to 4 feet apart. 1. Purpose / ©/9—// Traffic Calming Policy 3/25/99 Page 10 The primary purpose of rumble strips is to slow speeding motorists. This traffic calming device typically acts as a warning signal to motorists. 2. Eligibility Criteria The design of the rumble strips should take into consideration the location they are place in relationship to residents. They are generally applicable only where there is no close residential frontage. They may be used in conjunction with other traffic calming devices. 3. Advantages a. Slows speeding traffic. b. Notifies motorists of upcoming traffic calming devices. 4. Disadvantages a. Noisy to residents in close proximity to rumble strips. b. Reduces speed temporarily. X0■9- 7a Attachment 1 7- 1174- Duthlak - CITY OF SOUTHLAKE Application for Traffic Calming An individual may request for the City of Southlake to install traffic calming devices along their neighborhood street. The request must be submitted in writing, including at least five (5) additional signatures (one per residence) of residents along the proposed street. Name of proposed street Description of Problem: Name of Applicant: Address: Phone Number(s): (Home) (Work) Please provide at least five (5) additional signatures from residents along the proposed street. These signatures must be from a household, business, school, etc. located along the proposed street. Name Address Phone Number(s) Signature �1 2 3 4 5 Please forward this completed application to: City of Southlake Director of Engineering 1725 E. Southlake Blvd. Southlake, TX 76092 481 -5581 x. 741 Please review the policy for neighborhood traffic calming. Contact the Public Works • Department to obtain a copy of the policy. /p,4 —/3 ATTACHMENT 2 SUGGESTED TRAFFIC CALMING EVALUATION PLAN 1. Identify the problems through various sources such as citizen and/or Council input, traffic issues, etc. 2. Contact the neighborhood with formal notice and provide them with education and awareness programs concerning traffic calming devices, and provide them with enough information, including the city's POLICY FOR NEIGHBORHOOD TRAFFIC CALMING for their consideration. It will be emphasized that a majority of neighborhood residents written support will be required for continuing this process. 3. Initiate the POLICY FOR NEIGHBORHOOD TRAFFIC CALMING. Provide for traffic and engineering analysis for designation of affected areas along with establishing a recommended type of device with estimated cost of installation. 4. Staff will meet again with the neighborhood and provide them with the findings of the traffic and engineering study. (Written support for the program from the neighborhood should have been received by the appropriate Staff and/or City Council member. 5. Public hearing that will allow Staff to inform Council of the appropriate plan with the cost estimates. This hearing will also allow citizens to voice their continued support, ask questions, and provide opposing views. Prior to the hearing date, formal notice will be sent to all residents in the affected neighborhood. Notice will inform the residents of the public hearing to discuss the proposed traffic calming plan. Council will provide direction and approval of specific plan and expenditures. / / ATTACHMENT 3 Project Prioritization Criteria CRITERIA QUANTITY POINTS ASSIGNED Accident Criteria <3 1 (Total Number of Reported Accidents Over a Period of 3 Years) 3 or more 2 Speed Criteria <2 0 (Speed difference Between 2-4 2 85th Percentile Speed and 5 -7 4 Posted Speed Limit mph) 8 -10 6 >10 8 <500 1 Traffic Volume Criteria 500 -1000 2 (Vehicles Per Day) 1000 -2000 3 2000 -4000 4 Schools (Located Along the 1 1 Proposed Street) Pedestrian Generator 1 1 Facility Criteria (Located Along the Proposed Street) 2 or more 2 Sidewalks on Project Street 0 1 City of Southlake, Texas MEMORANDUM March 31, 1999 TO: Curtis E. Hawk, City Manager FROM: Lou Ann Heath, Director of Finance SUBJECT: Ordinance No. 739; 2nd reading, Authorizing issuance of "City of Southlake, Texas Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1999, and resolving other matters incident and relating to the issuance, payment, security, sale and delivery of said Certificates. Action Requested: Approval of Ordinance No. 739 on 2nd reading to issue certificates of obligation for capital improvement projects. A Public Hearing is required. Background Information: The FY1998 -99 budget includes a capital projects component that provides cost estimates and projected timing of water, sewer, roadway, drainage and building improvement /construction projects. Estimated project costs for FY1998 -99 are $16,647,593. Attached is a three -page summary of the projects to be funded. Resolution No. 99 -04 was approved by the Council on February 16, 1999. This authorized the publication of a notice in the newspaper of the City's intent to issue certificates of obligation. The certificates are issued by adoption of an ordinance, with the 1st and 2nd readings scheduled for March 23 and April 6, respectively. A public hearing on issuing the certificates is scheduled for April 6. The City would receive funding in May. The City is issuing certificates of obligation for these projects because the projects are more than the City can fund in one year from current revenues or other sources of funds. There are a number of large water and sewer infrastructure projects in the budget that will provide and improve service throughout the City. The budget also includes improvements to neighborhood street, drainage, and continuation of the neighborhood sewer program. Financial Considerations: Part of the certificates, $7,599,918, is for street and drainage improvements, and to purchase system -wide computer equipment and software to address year 2000 issues. This will be repaid through the City's ad valorem tax rate. These certificates will not affect the FY1998- 99 $.422 tax rate, and it is the City's intent to maintain the tax rate at the same level in the future within the planning parameters of the multi -year 7F—/ Curtis E. Hawk Ordinance No. 739 March 31, 1999 page 2 financial plan. The portion attributable to the drainage improvements, $959,559, may be repaid with revenues from the proposed Southlake Drainage Utility System rather than property taxes. The proposed System was presented to the Council for consideration at the February 23, 1999 Special City Council Meeting. Approximately $7,009,455 is for projects that are part of the City's Impact Fee Study, and the annual debt service for this portion of the certificates will be repaid through collected impact fees. There is $2,038,220 in water and sewer neighborhood projects, which will be repaid through the City's Utility Fund. The remainder, $382,407, will be used for issuance costs as necessary, including accrued interest, 1% underwriter's discount, and bond insurance premium, with any excess remaining after all costs have been paid to be allocated to the projects. Citizen Input/ Board Review: A Public Hearing is scheduled for April 6 with the second reading of the ordinance to issue the certificates. Legal Review: Ed Esquivel with the law firm Fulbright and Jaworski serves as the City's bond counsel, and as such has prepared the Ordinance. Alternatives: In the absence of issuing the certificates, capital projects would be funded on a pay -as- you -go basis. Budgets and the timing of projects would be prioritized based on the amount of revenue projected by fiscal year. Supporting Documents: Fiscal Year 1998 -99 Capital Projects listing Ordinance No. 739 Staff Recommendation: Approval of Ordinance No. 739, 2nd reading, authorizing the issuance of $ 17.03 million Certificates of Obligation, Series 1999. Approved for Submittal to City Council: y Manager ' TM e 7Fa , _ w MQ � W I 4 D , ' 0) U) W F- 1- Q F- W Z 0 J co O W Q Z Q Z Z M 2 C9 0 Z f_. Z V) 1) Z W F ~ O W m RW ED F. W DW 0 - 2 2 Z U)Zww n ca Q 0 . a .Z UJ W 0 � m w 0 Z 0 O W Et c o n a w W 0 M a� ww z a > Q a z w�0Nfxw .ea w c Q A W W " Z M >M " Z MDD -1 H <= trio - ti 0 Q O W O e Z Q x Z w z 0 0 E m Z 00 0 m0�0 m F- m IWOZO O a Y 0 g W worn' ?. 4 O 0 }OQ J Q O � p s O O Q 's zoz W rnFH W aNUZd�UD O 0 �i F-Z W Z F- NOcco DZ CC D! 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W I- a. 0 Z J O O Q U) 0 F- tt ZQ 0 'O 0000 1 :.f- M 2 u) � F-OJ_1 - H W w W W W Q y re co I_ H H re O W J J 0 Z 2 Q= W - W -1 2 J -J J Z 0 0 0 J O0 1Z Q __I Z a 1- 0 0 0--1 Z F 5 2 0 J H 1- Za_ d I— CZ QQCL QZ I - m I- a 22 O1- W 005Y O� 1— u. 1-0 00 >O0< > O 1- rn N M co N- 00 0) O N M a u) O N- CO 0) 0 . - N M a to ED f 00 O 0 77,,- N M a t() (0 v-, .- r- h I- N- 00 00 CO CO CO CO CO CO CO CO 0) 0) 0) 0) 0) 0) a) 0) 0) 0) 0 O O O O O 1 ,� 0 co Q 7/ -5 OFFICIAL RECORD Southlake, Texas . Sabre Campus Headquarters Project Solana Development by Maguire Partners Table of Contents TAB Item 1. Introduction Letters A. Letter from Sabre B. Letter from Maguire Partners C. Letter from Mike Mullis - 2. Executive Summary A. Sabre Company Overview i. Community Relations Policy B. Site Information C. Project Program SD. Financial Analysis E. School District Benefits F. Required Procedures i. Tax Abatement Policy ii. Ordinance 744 Designating Reinvestment Zone iii. Chapter 380 Agreement iv. Tax Abatement Agreement 3. Sabre Information 4. Site Information A. Overview B. Aerial Map C. Legal Description 5. Project Program A. Overview B. Development Concept Plan C. Program Summary D. Multi-Year Project Schedule 111 E. Phase I Schedule • TAB Item 6. City of Southlake Financial Analysis A. Unadjusted Tax Revenue B. Development Fees Summary C. Infrastructure Cost Summary D. Service Cost Summary i. Fire Services Division ii. Police Services Division iii. Public Works Department iv. Building Inspections Division E. Unadjusted Revenue/Cost Analysis F. Adjusted Revenues G. Adjusted Revenue/Cost Analysis H. Southlake Sales Tax Revenues (Parks & Crime Control) 7. Carroll ISD Property Tax Revenues A. Letter from CISD • 8. Resolution No. 99-26 Adopting a Tax Abatement Policy 9. Ordinance No. 744 Designating a Reinvestment Zone Number Two 10. Resolution No. 99-27 Authorizing the Execution of a Chapter 380 Agreement A. Chapter 380 Agreement 11. Resolution No. 99-28 Authorizing the Execution of a Tax Abatement Agreement A. Tax Abatement Agreement 12. Appendices A. Summary of Contacts B. Maguire Partners Company Overview C. Michael Mullis Company Overview D. Insight Research Corporation Company Overview Attachments: • Sabre Annual Report • Insight Research Corporation Financial Analysis (No abatements) • The Sabre Group, Inc. Tel: 817 963 6400 • 4255 Amon Carter Boulevard www.sabre.com Fort Worth,TX 76155 Sabre April23, 1999 Honorable Rick Stacy, Mayor of Southlake Honorable Tom Vandergriff, County Judge Tarrant County Commissioners Honorable Mayor, County Judge and Commissioners: Since 1998, Sabre has conducted extensive research to find the best location for its new corporate campus. The company has grown steadily for the past three years, adding an average 150 employees per month. Sabre predicts that in five years, local employment will rise from 7,000 to more than 11,000. The company's goal was to find a location that could accommodate • its employees and their families, and serve as the home base for its worldwide operations. With the necessary research and evaluations now completed, Sabre has selected the City of Southlake and Tarrant County. The company's primary reasons for doing so involve the advantages seen in recruiting and maintaining our employee base,as well as long-term operating costs, real estate quality and costs, and incentives issues. The spirit of cooperation with City and County officials is greatly appreciated, and Sabre is grateful to all who have worked diligently to help us complete this process. Sincerely, Carol Kelly Vice President,Corporate Services • Nine Village Circle Suite 500 Westlake TX 76262 817 430-0303 817 430-8750 Pax • April 19, 1999 MaguirePartners Honorable Rick Stacy, Mayor City of Southlake 667 North Carroll Avenue Southlake, Texas 76092 Dear Mayor Stacy: We are proud to be a part of Southlake, and have enjoyed our long- standing relationship with the city. Much has changed since we first broke ground in 1987. Our joint efforts at Solana have produced a business environment which has achieved national recognition and which set the early standard for Southlake's well-deserved reputation for quality. Everything we have done at Solana has been directed at ultimately • attracting the headquarters of a company like SABRE. Opportunities of this type are extremely rare. I have been in the real estate business in the Metroplex for 20 years, and have seen very few potential moves which could rival this in terms of quality of company, size, growth potential and overall importance. This represents not only a headquarters, but the bulk of the operations of one of the world's most respected technology companies. Very few cities have the opportunity to be identified as the headquarters for a company of this magnitude and importance. Seizing this extraordinary opportunity will mark the success of many years of our mutual efforts and will put Southlake on the corporate map forever. It will put an explanation point on Southlake's commitment to quality and provide the basis for attracting other important companies to the City. We look forward to a continued relationship with a great city further enhanced by the presence of the SABRE headquarters. Sincerely, • T Ilen Partner J. M. MULLIS, INC. • Professional Project Location Specialists CONFIDENTIAL FAXED & FEDEX Thursday, April 22, 1999 The Honorable Rick Stacy Mayor City of Southlake Administrative Offices 1725 E. Southlake Blvd. Southlake, TX 76092 The Honorable Tom Vandergriff County Judge • Tarrant County 100 E. Weatherford, Suite 404 Fort Worth, TX 76196 Dear Mayor Stacy and Judge Vandergriff: J. M. Mullis, Inc. is an internationally recognized professional project location specialist firm which completes processes involving location selection, and incentive negotiations, for several major project developments throughout the U.S. and abroad. For the past several months, our firm has been working with Sabre on its various expansion projects, including the Corporate Headquarters relocation project. Our firm evaluated several qualified location candidates in the DFW Metroplex; and we felt that Southlake, and Tarrant County, were truly the place for Sabre to build its Corporate level future campus development. Southlake, and Tarrant County, are political entities on the move that exemplify the progress and plans necessary, as does Sabre, to become world class entities for the new millenium. 111 3753 TYNDALE DRIVE, SUITE 101 • MEMPHIS, TN 38125 • (901 ) 753-0373 • FAX: (901) 753-7487 jmmullis@jmmullis.com•www.jmmullis.com Mayor Rick Stacy and Judge Tom Vandergriff Thursday, April 22, 1999 • Page Two Southlake, and Tarrant County should be very proud to be the recipient of the Sabre Corporate Headquarters relocation project; Sabre is very proud to become an even stronger part of Southlake, and Tarrant County. Sincerely yours, Michael Mullis President & CEO • :If File:do c\1601\Itr-149.doc • • v Summary Executive S rY Sabre Campus Headquarters Project Southlake, Texas _Draft: 4/23/99 3:47 PM Following is a summary of information related to the potential Sabre Campus Headquarters Project in Southlake within the Maguire Partner's Solana Project. This summary represents several months of cooperative good-faith negotiations. SABRE OVERVIEW [OK to release] Sabre (NYSE: TSG) is the world leader in the electronic distribution of travel and information technology solutions for the travel and transportation industry. 1998. revenues were $2.3 billion, up 29 percent from 1997. Net earnings were$232 million, up 16 percent from the prior year. Headquartered in Dallas/Fort Worth, Texas, the company has more than 10,700 employees worldwide and nearly 6,100 employees in the Dallas/Fort Worth area. Their Tulsa Data Center consists of 30 mainframe computers with a capacity of 10,730 MIPs and 29.1 terabytes of electronic storage—equivalent to 7 billion pages of information. Through Sabre's global distribution system more than 30,000 travel agencies, three million S registered individual consumers and numerous corporations access information on and book reservations with more than 400 airlines, more than 50 car rental companies, 35,000 hotel properties, and dozens of railways, tour companies, passenger ferries and cruise lines located throughout the world. Sabre also provides a comprehensive suite of decision-support systems, software, and consulting services to the travel and transportation industry, and is increasingly leveraging its expertise to offer solutions to companies in other industries that face similar complex operational issues. Sabre's Commitment to Community Relations: Sabre supports programs that make each community a better place to work, live and grow, through financial contributions, corporate sponsorships, employee volunteerism and dedication to the highest standards of corporate citizenship. Some of the local contributions made over the past three years were to the AIDS Outreach Centers, March of Dimes, Susan G. Komen Breast Cancer Research, and MPI Kids charities in Tarrant and Dallas County. In cooperation with its parent, AMR Corporation, Sabre has raised hundreds of thousands of dollars from its employees worldwide for a number of other charitable organizations. . [Attached Tab 3 provides additional information on Sabre.] • Sabre Campus Headquarters Project-Solana Development-Southlake,Texas-Executive Summary Page 1 • SITE INFORMATION [OK to release]] The site under consideration is approximately 152 acres controlled by Maguire Partners, southeast of the existing Sabre building on Kirkwood Blvd. and bounded by SH 114 on the southwest and White Chapel on the northeast. The site includes property currently within a residential planned unit development district (RPUD) as well as a non-residential planned unit development district(NRPUD). Rezoning will be required for the 152-acre property. [Attached Tab 4 provides additional information on the site under consideration.] PROJECT PROGRAM [OK to release] The Sabre Campus Headquarters Project is intended to be a series of connected low-rise campus-style corporate office buildings wrapped around the natural terrain afforded by the site. It is anticipated that each building will not exceed five (5) stories in height. While there will be some surface parking, the majority of employee parking will be accommodated with structured parking buildings. Using the benefits of the existing trees and open areas, Sabre plans to provide amenities such as jogging trails,ball fields and landscaped campus green spaces. Construction will occur in phases over an eight (8) year period. The first phase is slated to • begin construction in third quarter 1999 with scheduled completion of the first 450,000 square feet office building in second quarter 2001. Current projections show that the eventual size of the Sabre Campus Headquarters will encompass over 2,000,000 square feet by late 2008. The approximate value for all buildings (2,011,875 sq. ft.) is $432.7 million. [Attached Tab 5 includes additional information related to the Sabre Campus Headquarters Project.] FINANCIAL ANALYSIS [Protected Information—Do not disclose] A financial analysis has been prepared based on a 10-year 90% abatement of the real and personal property taxes (City and County only) for each year of the multi-year construction program. Early years reflect a deficit to the City typical of the service cost timing of development projects. The City typically incurs some plan review costs prior to payment of building inspection fees for issuance of the building permit. As well, there is an anticipated cost of police monitoring of construction sites. Related planning and permit fees maintain an approximate balance between revenues and service costs through the construction program years (2000-2008). Each program year has a 10-year tax abatement beginning January 1 after the year the Certificate of Occupancy(CO) is issued for that phase of construction. (i.e. the first abatement, year 2002 (for construction completed in 2001) ends in 2012 and returns to full taxing revenue.) The after-abatement projected cumulative 10-year revenues (2009) for the project total $5,684,191 and the 20-year revenues (2019) for the project total $18,348,389. • Sabre Campus Headquarters Project-Solana Development-Southlake,Texas-Executive Summary Page 2 • Thereis also a sales tax benefit to be received. The Chapter 380 agreement addresses the p gr intent for the City to refund one-half of 1% of the sales tax received (i.e. 0.5%) for the construction material purchases. This will not affect the 0.5% for parks (SPDC) or the 0.5% for the crime control district. This refund will be facilitated by having Sabre require all contractors to pay sales tax for construction materials at the job site. Sabre will be responsible for accounting and reporting of the sales tax in order to claim the refund. [Attached Tab 6 provides additional information related to the financial impact of the project.] SCHOOL DISTRICT BENEFITS [OK to release] There is no request for any abatement of the tax revenues due Carroll ISD. Based on the construction program as proposed, over a ten year period{2009) there is an estimated revenue of $49,908,124 to the CISD. Over a twenty year period (2019) there is an estimated revenue of $146,567,386 to the CISD. [Attached Tab 7 provides additional information related to the school district benefits.] REQUIRED PROCEDURES [OK to release] • Should the City Council decide to go forward with the Sabre Campus Headquarters Project the following procedures are required to finalize the process. Brief summaries of each process follow. Adopt a Tax Abatement Policy [Tab 8] Adopt an ordinance designating the property as a reinvestment zone [Tab 9] Approve a Chapter 380 Agreement, construction sales tax refund and other issues [Tab 10] Adopt a Tax Abatement Agreement for each program year [Tab 11] SOUTHLAKE TAX ABATEMENT POLICY [Tab 8] [OK to release] State law requires the adoption of a tax abatement policy establishing guidelines and criteria for the adoption of tax abatements. Included in this document is a tax abatement policy meeting the requirements of the state statute. This policy must be adopted prior to any tax abatement agreement. ORDINANCE DESIGNATING REINVESTMENT ZONE NO. 2 [Tab 9] [OK to release] Prior to the adoption of a tax abatement agreement, the property subject to the tax abatement must be designated as a"Reinvestment Zone" by ordinance. Included in this document is Ordinance No. 744 which designates the subject property as Reinvestment Zone Number Two. S Sabre Campus Headquarters Project-Solana Development-Southlake,Texas-Executive Summary Page 3 • [Tab 10] [Protected Information—Do not CHAPTER 380 AGREEMENT [P of disclose] Chapter 380 of the Texas Tax Code allows for the adoption of agreements addressing fiscal issues necessary to encourage and -promote economic development. The primary focus of the included Chapter 380 agreement is a refund of.05% of the construction materials sales tax. Items included in the Chapter 380 agreement are as follows. Construction Materials Sales Tax Refund: City agrees to refund one-half of the 1% sales tax component (i.e. 0.5% total), specifically not to include the 0.5% for parks or the 0.5% for crime control. Administration and tracking of these funds is the responsibility of the Sabre through their construction contractor. Infrastructure Contributions: City agrees to construct the necessary distribution water line (12") through the site. At this time it construction is anticipated in two phases, matching the construction program of the project. Zoning Change Acceleration: Sabre desires to have the site re-zoning process consummated in less than 60 days, with a preference for an approval in less than 45 days. Development Permitting Acceleration: City agrees to allocate plan review staff, building S inspections staff and public works inspection staff as necessary to provide timely administration of the required inspections. Closure of T. W. King Road: Sabre desires to maintain an independent site secure from public interaction due to the sensitive nature of their business and intellectual properties. It is their desire to privatize Kirkwood Blvd. as well as the relocated portion of T.W. King. The old T.W. King Road would be re-established with access from the north frontage road of SH 114. There is a desire to work together to solicit TxDOT's cooperation in making a segment of the existing frontage road a two-way traffic flow from between the old T.W. King and the Kirkwood intersection. TAX ABATEMENT AGREEMENT [Tab 11] [Protected Information—Do not disclose] City& County would grant a 90% tax abatement on real and personal property for a 10 year period for each year of the eight-year program period. Note there is no request for a school district tax abatement. SUMMARY The attached information represents several months of good-faith negotiations intended to match the desires of Sabre to establish a corporate headquarters with the desires of the City of Southlake and Tarrant County to maintain and encourage long-term economic vitality for their S constituents. Financial incentives are considerable and are only being considered due to the merits of this particular project. Sabre Campus Headquarters Project-Solana Development-Southlake,Texas-Executive Summary Page 4 The SABRE Group - Company Overview Page 1 of Visit our online travel services... ME' Site Map Feedback Truvelocity TXt HZ 3111MIIMMI V3R , GROUP Company Company Overview Information p Company Who Are We? Our Corporate Profile Overview Company The SABRE Group Holdings. Inc. (The SABRE Group) is a world leader in the History electronic distribution of travel-related products and services and is a leading provider of information technology solutions for the travel and transportation Alliances & industry. Associated Companies Through The SABRE Group's Officers & global distribution system more than Directors 30.000 travel agencies.three million registered individual consumers and Worldwide numerous corporations access Locations information on and hook reservations with more than 400 airlines. more than 50 car rental _ companies. 35,000 hotel properties, /„10;:#\ and dozens of railways,tour .. companies, passenger ferries and -Ilia�r • cruise lines located throughout the world. Airport authorities,railroads. logistical The SABRE Group also provides a service providers, lodging companies. comprehensive suite of decision- oil and gas companies and leaders in the support systems,software,and financial services industry are all consulting services to the travel and customers of The SABRE Group. transportation industry, and is increasingly leveraging its expertise to offer solutions to companies in other industries that face similar complex operational issues. The SABRE Group operates one of the world's largest privately owned. real-time computer systems. The vast SABRE network links over 130.000 terminals located in travel agencies. as well as many more privately owned personal computers.and has sent up to 190 million messages per day to the central data center located in Tulsa.Oklahoma. The data center is composed of 17 mainframe computers with over 4.000 MIPS of processing power and 15.3 terabytes of electronic storage. The SABRE Group's objective is to he the leading provider of information technology solutions to the travel industry, and to broaden its customer base by expanding to other industries. The SABRE Group is listed on the New York Stock Exchange under the symbol "TSG." AMR Corporation. the parent of American Airlines.owns 82 percent of The SABRE Group's equit\. What Are Our Businesses' http: \\\\\\.sabre.eom corpinlo/overvle\\.htrn 4/9;99 The SABRE Group - Company Overview Page 2 of 2 III The SABRE Group competes in two primary lines of business: Electronic Travel Distribution and Information Technology Solutions. Overview I History I Associated Companies I Officers Locations I Home I Site Map I Feedback I Travelocity Copyright© 1997 The SABRE Group.,4/1 rights reserved. Revised:November 19, 1998. S III hitp://www.sabre.com/corpinfo/overview.hun 4/9/99 Sabre Restructures Organization, Unveils New Name. Logo Page 1 of 2 Visit our online irml services... F,5 Site Map Feedback . ` . Trove elo ty SABRE GROUP 1 THE SABRE GROUP RESTRUCTURES ORGANIZATION, aaitx� STREAMLINES KEY FUNCTIONS New Company Name, Logo Also Unveiled FOR RELEASE: Friday, March 26. 1999 FORT WORTH, Texas -- The SABRE Group (NYSE: TSG) today announced restructuring plans designed to unify sales. marketing and technology functions for its two business activities: information technology solutions and electronic travel distribution. The single. unified approach better positions the company to identify and capture synergies for its customers across all areas in the travel and transportation industries. The company also officially unveiled plans to rename the company Sabre Inc., and rolled out a new company logo that will unify all products and services under one brand umbrella. • "The new organizational structure will better capture the synergies among our diverse business activities. It will consolidate some duplicate activities. leverage our business processes across the entire company and better integrate sales and marketing of our entire product portfolio to our travel industry customers." said Michael J. Durham. president and chief executive officer for Sabre. Eric J. Speck. formerly president of the SABRE Travel Information Network division, has been named executive vice president for Marketing and Sales. Bradford J. Boston. previously executive vice president of SABRE Technology Solutions, also a division of The SABRE Group. becomes executive vice president for Product Development and Delivery. Thomas M. Cook. a 17-year veteran of AMR Corp.. will retire this summer from his current post as president of SABRE Technology Solutions. The organizational changes are effective immediately. "Tom has been instrumental to the success of Sabre." said Durham. "His vision and leadership were a huge part of the success of our iT services business. His many friends and colleagues at Sabre wish him well in the next stage of his career." • Travelocity.com. Sabre's online travel planning site led by Terrell B. .Jones. remains a separate operating unit. http://ssww.sabre.com/news/pr032699a.htm 4/9/99 Sabre Restructures Organization, Unveils New Name. Logo Page 2 of 2 To complement the organization's simpler, more unified focus, • the new name. Sabre, will be adopted in place of The SABRE Group. The name SABRE was created in the 1960s and is an acronym that stood for Semi-Automated Business Research Environment - the name of the cOmpany's original computer reservations system. A bold new logo, featuring the new name "Sabre" in red on a white background has been introduced. The logo will be implemented across all product lines during this year. Sabre is a world leader in the electronic distribution of travel and is a leading provider of information technology solutions for the travel and transportation industries. including customized software development and software products. transaction • processing, consulting and total information technology outsourcing. Sabre and the Sabre logo are registered trademarks of an affiliate of The SABRE Group. Inc.. soon to be known as Sabre Inc. News Releases I Event Calendar I Technology News Home I Site Map I Feedback I Travelocity • copyright C 1999 The SABRE Group.All rights reserved. Revised:March 26, 1999. I . littp:/;www.sabre.com/news/pr032699a.htm 4.'9/99 The SABRE Group - Financial Results Page 1 of 1 -- Site Map Feedback Visit our online travel services... _I' • Trovelocily hI _rY "I TSABRE 6ROh Financial Results Financial Results 4Q 1998 Earnings Following are financial highlights for The SABRE Group from our two most 30 1998 recent year ends. Financial highlights are adjusted to reflect comparable Form 10•0 information. 2Q 1998 Form 10-Q (Dollars in millions,except per share amounts) 101998 Form 10-0 Income Statement Data 1998 1997 Revenues S2,306.40 $1.788.40 1997F/0r 0 (EDGAR) Operating Income $350.40 S 312.60 Net Earnings S 231.90 S 199.90 5::, Earnings per common share S 1.78 S 1.53 ,t. Other Data Operating Margin 15.20% 17.50% t. �" Percentage of revenue from _ nonaffiliated_ customers 75.10°%0 70.50°0 i'Y: ' Reservations booked in SABRE (in millions) 409 371 S ., Number of Employees 10.822 $ 8.487 Capital Expenditures 320.00 S 218.10 Common and common equivalent shares used in per share calculations(in millions) 129.80 130.78 1.# • _.. For additional information contact Martha Ross, mr s. M. am. Director of Investor Relations )'''''' '•.-, ....41, 4Q 1998 1 3Q 1998 �' •• :t. 3Q 1998 10-Q I 2Q 1998 10-Q IQ 1998 10-Q 1 1997 10-K Financial Results Home I Site Map I Feedback I Travelocity Copyright© 1999 The SABRE Group Holdings, Inc.All rights reserved. Revised:April 05, 1999. S http:- \\\\\\.•.ihre co lm in\estor quarter.htm 4'9'99 The SABRE Group Reports Fourth Quarter, Year-End Results Page 1 of 3 Visit our online travel services... Mg' Site Map Feedback Trovelocity S 1131 1 L „, . The SABRE GroupNews Releases Event- Reports 1998 Calendar Fourth Quarter, Year-End Results Significant Accomplishments For The Year Also Highlighted FOR RELEASE: Wednesday. January 20. 1999 FORT WORTH. Texas -- The SABRE Group (NYSE: TSG) today reported revenues of $571 million for the fourth quarter ended December 31, 1998, an increase of 29.3 percent over the • same period in 1997. Full year revenue for 1998 was $2.3 billion. an increase of 29 percent over the previous year. The company's net earnings grew 9.6 percent over fourth quarter 1997 to $20 million. or $0.16 per share on a diluted basis in the fourth quarter of 1998. This figure is in line with Wall Street expectations, and compares to net earnings of $18 million, or $0.14 per share on a diluted basis. in the same period last year. Fourth quarter 1997 included one-time charges to income of $5 million, net of tax. Excluding these one- time items. the company's net earnings declined 12.6 percent for the fourth quarter 1998. Net earnings for the full year 1998. which include a one-time gain of $9 million. net of tax. in the third quarter. rose 16.1 percent to $232 million. or $1.78 per share on a diluted basis. compared to net earnings of$200 million. or $1.53 per share on a diluted basis, in 1997. Excluding the one-time items from both years. 1998 net earnings rose 9 percent to $223 million. or $1.71 per share on a diluted basis. "Revenue growth was very strong for the fourth quarter. driven mainly by rapid growth in our outsourcing business and steady growth in our electronic travel distribution business." said Michael J. Durham. president and chief executive officer of The • SABRE Group. "At the same time. expenses for the quarter were significantly higher than last year due. in part, to expenses associated syith our Year 2000 preparation. While fully http:/wwsy.sabre.com news/pr012099b.hun 4/9/99 The SABRE Group Reports Fourth Quarter, Year-End Results Page 2 of 3 anticipated, these one-time expenses, along with costs associated • with our growing outsourcing business and the US Airways conversion, impacted earnings for the quarter." Operating income grew 40.7 percent to $28 million for the fourth quarter, compared to operating income of $20 million for the same period in 1997. Excluding special items in the fourth quarter of 1997, operating income declined 8.3 percent for the fourth quarter 1998. Operating income for the full year 1998 grew 12.1 percent to $350 million, compared to $313 million in 1997. Excluding special items in both years. 1998 operating income grew 8.4 percent over 1997. Total worldwide reservations processed through the SABRE computer reservations system, which includes direct bookings and joint venture bookings, were 92 million for the quarter. an increase of 11.8 percent over the same period last year. Excluding Asia/Pacific bookings. which have been transferred to Abacus International Inc.. the company's joint venture in that region. direct worldwide reservations booked through the SABRE system were 77.9 million during the fourth quarter - an increase of 2.2 percent over the same period in 1997. Direct bookings within the United States showed a slight increase of 0.3 percent for the quarter. while direct international • bookings, excluding Asia/Pacific bookings, grew 7.1 percent for the quarter. "1998 was a very successful year for The SABRE Group." said Durham. "Revenue and earnings growth were satisfactory despite the significant incremental Year 2000 costs we incurred. In addition, our company made significant strides in laving a strategic foundation for strong. sustained future growth. We see real opportunity in 1999 as we build momentum in our outsourcing business, continue expansion within the electronic travel distribution business and conclude our preparations for the Year 2000." Significant accomplishments for The SABRE Group in 1998 include: • A record $8 million sales week in December for Travelocitv.com. the company's Internet travel site. This record was one of many set and later broken by the company during the year. Travelocitv.com also received a People's Voice Award with recognition as the Best Travel Site: • Successfully transitioning approximately 200 US Airways systems to SABRE systems - the largest migration of its • kind in the aviation industry: • Signing three additional airline outsourcing agreements http://www.sabre.com/news/pr0I2099b.htm 4.'9'99 The SABRE Group Reports Fourth Quarter, Year-End Results Page 3 of 3 with Gulf Air, Aerolineas Argentinas and Pakistan International Airlines: • • Completing Year 2000 readiness for substantially all internal systems, including the SABRE computer reservations system. and deploying Year 2000 compliant software to more than 80 percent of its travel agency customers: and • Creating a joint venture with ABACUS International. which positioned The SABRE Group as the computer reservations system market share leader in the Asia/Pacific region and worldwide. The SABRE Group is a world leader in the electronic distribution of travel and travel-related services around the globe. and is a • leading provider of information technology solutions for the travel and transportation industry. including customized software development and software products. transaction processing. consulting and total IT outsourcing. Statements in this news release about anticipated or expected future revenue and earnings growth are forward-looking statements within the meaning of Section 21 E of the Securities Exchange Act of 1934,as amended.All forward-looking statements in this release are based upon information available to The SABRE Group on the date of this release.An forward-looking statements involve risks and uncertainties that could cause actual events or results to differ materiall from the events or results described in the forward-looking statements,including risks of change in relationships with American or t'S:Airways and their affiliates:competition and technological innovation by competitors:risks related to the Company's technology,such as a failure to timely 4111 achieve Year 2000 or Euro currency compliance:seasonality of the travel industry and hooking revenues:sensitivity to general economic conditions and events that affect airline travel:risks associated with the Company's international operations:and legal and regulatory issues.The SABRE Group undertakes no obligation to publicly update or revise any forward-looking statements,whether as a result of new information,future events or otherwise.Readers are cautioned not to place undue reliance on these forward-looking statements. SABRE is a registered service mark,and the SABRE Group logo is a service mark of an affiliate of The SABRE Group Inc. News Releases I Event Calendar( Technology News Home I Site Map I Feedback I Travelocity Copyright©1997 The SABRE Group..9/l rights reserved. Revised:January 20, 1999. • http://www.sabre.com/news/pr012099b.htm 4/9/99 The SABRE Group Awards $40 Million to Employees Following Record Year Page 1 of 1 �� Site Map Feedback F Visit our online trmel services... IIIx. . I Ah Trovelocity .,, . ._ _ - nit 4.., SABRE .:s. .. .. GROUP II W, ) �" The SABRE Group Awards $40 Million to Employees Following Record Year -''i of FOR RELEASE: Friday. March 12, 1999 .1t1L.1.1is' e to.)19.ji FORT WORTH, Texas -- SABRE Group employees worldwide .; .,e j .; will receive a bonus payout totalling more than $40 million on Monday. March 15 in recognition of their contribution to a record year for the company. The award comes on the heels of record growth and profitability for The SABRE Group. which last year reported revenues of$2.3 billion. Nearly 11.000 employees shared in the award. The company's employees. many of whom earned a bonus worth more than three weeks' pay, arrived to work today to a handshake and thanks for a job well done. "Our employees made significant contributions to our success S last year and we're glad to be able to recognize their efforts." said Michael J. Durham. president and chief executive officer of The SABRE Group. "The record amount of this year's payout is a reflection of each employee's performance and the company's overall financial performance." The SABRE Group began its performance-based bonus program in 1995. Since that time. the company has awarded more than $136 million to employees. This year's payout is the largest ever received. The SABRE Group is a world leader in the electronic distribution of travel and travel-related services around the globe,and is a leading provider of information technolog) solutions for the travel and transportation industries.including customized software development and software products.transaction processing,consulting and total information technology outsourcing. SABRE is a registered service mark,and The SABRE Group logo is a service mark of an affiliate of The SABRE Group Inc. News Releases I Event Calendar I Technology News Home I Site Map I Feedback I Travelocit Copyright© 1997 The S.-1 BRE Group. Al/rights reserved. Revised: 16, 1999. S http: ww\\.sabre.convfnews/pr031299a.htm 4/9/99 The SABRE Group - Investor Relations rage i us h r Site Map Feedback • `. Yait our online travel services... _._. Trovelocity • .•, . SABRE saou- Investor Investor Relations Relations Company Profile i Investor Contact Stock Price Quarterly Earnings Release Dates for 1999 Trends Securities Analysts Writing Reports About The SABRE Group Financial Results Annual Report Company Profile Analyst Newsletter Exchange: NYSE Symbol: TSG Officers & Headquarters Directors Primary Businesses 9 The SABRE Group Holdings. Inc. News 4255 Amon Carter Blvd. Releases : • Electronic Travel Ft. Worth. Texas 76155 Distribution 817-963-6400 Send hie An, Packacket = • Information I etatl0n° Technology Solutions 41110 Investor Contact Martha Ross Betty Anne Charles Director of Investor Relations Assistant, Investor Relations Telephone- 817-931-5211 Telephone- 817-931-5212 FAX - 817-931-5582 Quarterly Earnings Release Dates for 1999 1st Quarter.April 21 3rd Quarter.October 20 2nd Quarter. July 21 4th Quarter.January 19. 2000 Securities Analysts Writing Reports About The SABRE Group Jim Kissane Michael Stellwag Bear Stearns Warburg Dillon Read ,1'_'7'_2932 Rai Archibold Inc. J. P. Morgan 2 12-821-2414 Securities Jim Marks 212-648-6231 Deutsche Bank Dave Boczar 212-469-5948 Value Investing Steve McClellan Partners Merrill Lynch III 203 256 9400 Gre_Gould Goldman Sachs 212-648-6231 41;_9;.t_(1809 http:," \V'\\\\.sahre.com investor/investor.htm 4;9'99 The SABRE Group - Investor Relations Page 2 of 2 Stock Price Trends I Financial Results I Annual Report • Analyst News I Officers I News Releases Info Packet Home I Site Map I Feedback I Travelocity Copyright©1999 The SABRE Group.All rights reserved. Revised:March 15, 1999. S • http:i/www.sahre.corn/investor/investor.htm 4,9/99 The SABRE Group launches first global itinerary tool for travelers Page 1 of 2 • Visit our online travel services... / ' Site Map Feedback 191 ...a Trovelocity •.,.'* ` . s 11JRE ._ GROUP Ji r1 � i 14'A'J3 The SABRE Group launches first global ;, , itinerary tool for travelers si-gLsi-1 - ;-Pelt . Travelers Now Able To Access Trip Information Via The `Li 11pi.tr Internet - it 3 1 FORT WORTH, Texas—The SABRE Group (NYSE: TSG) today introduced Online Trip Review, a convenient new feature of the SABRE computer reservations system that allows travelers to access their travel itineraries from anywhere in the world through the company's corporate Web site (www.sabre.com). Consumers who book through any SABRE distribution channel — a travel agency: Travelocity.com. the company's online travel planning Internet site: or SABRE Business Travel Solutions. a travel purchasing system for corporations — can now review their travel arrangements on the Internet. After a reservation is confirmed in the SABRE system, a traveler • can simply log on at www.sabre.com. click the Online Trip Review button, then input a reservation number and last name to view air, car and hotel reservations. Online Trip Review also provides access to valuable travel-related information such as weather reports and detailed driving maps. "With this innovation, travelers who use any part of the SABRE system can instantly view changes made to their itineraries. confirm departure times or determine the proximity between their hotel and a favorite restaurant." said Nancy Raynor. senior vice president of product marketing for SABRE Travel Information Network. a division of The SABRE Group. Travel information is accessible immediately after reservations are confirmed and remain in the system until 24 hours after travel is completed. The itinerary is housed securely within the SABRE system and can only be viewed by the traveler through this service. Online Trip Review is a value-added convenience for travel agents who can now equip their customers with up-to-the-minute trip information. Travel agents also can boost their productivity by printing fewer hard copies of travel itineraries. "Online Trip Review is very handy for people who are frequent business travelers." said Linda Little. corporate network S administrator for Cedant Travel. "The new feature makes it easy to access important details, such as confirmation numbers. arrival/departure information, and of course. meal information." http:/,www.sabre.com/news/pr022299a.htm 4'9/99 The SABRE Group launches first global itinerary tool for travelers Page 2 of 2 The SABRE Group is a world leader in the electronic distribution of • travel and travel-related services,and is a leading provider of information technology solutions for the travel and transportation industries,including customized software development and software . products,transaction processing,systems integration,consulting and total information technology outsourcing. SABRE is a registered service mark,and the SABRE Group logo is a service mark of an affiliate of The SABRE Group Inc. News Releases I Event Calendar I Technology News Home I Site Map I Feedback I Travelocity Copyright©1997 The SABRE Group.All rights reserved. Revised: February 23, 1999. • http://www.sabre.com/news/pr022299a.htm 4/9/99 Travelocity.com Wins People's Voice Award Page 1 of 2 .w_:__ _d-. :<.,0 tr ...,_ l Is Site Map Feedback Visit our online travel services... _�' ` Troveloclly thl SABRE 011UP tt ,,,5 I a �14 TRAVELOCITY.COM WINS „ PEOPLE'S VOICE AWARD FOR ' ' �'3 x SECOND YEAR IN A ROW i m • s iliii,J if' FOR RELEASE: Tuesday, March 23. 1999 li --: FORT WORTH, Texas -- The SABRE Group (NYSE: TSG) today announced that Travelocity.com, the online travel expert. for the second year in a row received the People's Voice Award for best travel Web site at the 1999 Webby Awards Thursday in San Francisco. The Webby awards are given to the most original sites of the year and are chosen by a panel of 200 judges. The People's Voice Awards are selected by more than 100.000 online voters. "We pride ourselves on listening to what our members want and then providing them with the best information and services so they can make their travel plans online fast and easy," said Terry • Jones, chief information officer of The SABRE Group. "Being named as top site of the year in this category for the second year in a row underscores what we do every day at Travelocity.com." The Webbies are the leading honors for digital media and were viewed around the world via a live Webcast. The third annual ceremony attracted Internet leaders. celebrities and multimedia. Winners also were selected in arts. education. fashion and health categories, among others. Travelocity.com is owned and operated by The SABRE Group, a world leader in the electronic distribution of travel and travel- related services around the globe. Travelocity.com provides reservations capabilities representing more than 95 percent of all airline seats sold. more than 40.000 hotels, and more than 50 car rental companies. This reservations capability is paired with access to a vast database of destination and interest information. To date. The SABRE Group has sold more than 3 million airline tickets online and since its launch in March of 1996. Travelocity.com has registered more than 5 million members and logs more than 65 million page views per month. The SABRE Group is a%%orld leader in the electronic distribution of travel and travel-related sen-ices around the globe.and is a leading provider of information technology solutions for the travel and transportation industries.including customized software development and sofhsare products.transaction processing.consulting and total information technology outsourcing. S SABRE is a registered service mark.and The SABRE:Group logo is a sen ice mark of an affiliate of The SABRE Group Inc. littp://www.sabre.com/news/pr032399a.htm 4/9/99 The SABRE Group Teams with Nokia and IBM Page 1 of . z.._, , Visit our online travel services... ' Site Map Feedback • ,� ! Travefocity A 4V TN! i sABRE 6RORP n The e ! �` THE SABRE GROUP, IBM AND ' NOKIA TEAM TO CREATE Releges r TRAVELER SERVICE FOR Events Caletitiar. • ENHANCED MOBILE PHONE Technolog ... FOR RELEASE: Thursday. March 18, 1999 FORT WORTH, Texas— The SABRE Group (NYSE: TSG). IBM and Nokia today announced they are working on a real- time, interactive service—delivered via mobile phone utilizing the Wireless Application Protocol (WAP), a new open industry standard for mobile Internet—that will allow travelers to initiate flight changes and even receive updates from airlines anywhere. anytime. The service will combine SABRE Business Travel Solutions. the company's online corporate travel purchasing system. IBM e-business technologies and the latest mobile communications technology and terminals from Nokia. SWhether a traveler has had a meeting rescheduled or is running late for a flight, this first-of-its-kind technology gives the ability to make new travel arrangements while on the road. Travelers can use the phone's graphical display to request flight details. change a flight or search for alternatives— from an office or hotel, or even on the way to the airport. "This service demonstrates the forward thinking of these three companies and the next generation technology solutions specifically developed for travelers," said Sam Gilliland. senior vice president of SABRE Travel Information Network, a division of The SABRE Group. and general manager of SABRE BTS. "We continuously work to incorporate new technologies into SABRE BTS that provide business travelers more convenient access to their travel information. Wherever the business traveler goes. SABRE BTS will be there to serve them." With this combined technology. The SABRE Group. IBM and Nokia will he able to manage and deliver information to business travelers anywhere in the world. When the SABRE system determines the currently scheduled flight has been delayed or cancelled, a message is sent to the traveler via the Nokia mobile phone. After receiving a message on the phone's graphical display. the traveler can make adjustments to itineraries as needed. S "Today's s announcement illustrates the impact pervasive computing technology will have on everyday life. and its http:'/www.sabre.com/news/pr0;1899a.htm 4/9/99 • The SABRE Group Teams with Nokia and IBM Page 2 of 3 importance to the travel industry," said Greg Conley. general manager, IBM Global Travel and Transportation Industry. "IBM S is developing and delivering the essential technology that will enable consumer devices, like mobile phones. to more easily and seamlessly communicate with remote networks. We plan to leverage that investment by working with other industry leaders, within and beyond the travel industry, to deliver a variety of end- to-end solutions." Each of the three companies provides a critical element in the new service. The SABRE Group is developing the application code that delivers travel-related information and provides the ability to create and change travel bookings. IBM is providing the application development tools and specialized software. which translates the information from the SABRE system into a highly condensed form that can be sent to a mobile phone. In addition, IBM will provide project management, design and programming skills to the overall project. Nokia is providing the server through which the information is sent on the wireless network, as well as the state-of-the-art Nokia phones that will receive it. "This important cooperation project is further proof of the wireless Internet coming of age through the adoption of the Wireless Application Protocol — an open industry standard that Nokia has had the privilege of creating among leading companies in the communications and information technology industries." 410 said Pertti Lounamaa. vice president of Nokia Wireless Software Solutions, the Nokia business unit responsible for the development of Nokia WAP software technology. "We are especially pleased to be able to show travelers how Nokia. IBM and SABRE — leaders in their respective industries—together can implement solutions that really make a difference. Travel is all about mobility and with WAP-enabled mobile phones. a new era has begun." The SABRE BTS software suite consists of integrated modules for travel booking. policy compliance. expense reporting and travel decision support. It gives business travelers a quick and easy way to make their own travel arrangements on their computers while complying with corporate policies. In addition. it enables corporations to track every travel dollar from pre- planning and purchasing to expense reporting and reimbursement — giving the potential to save as much as 30 percent in total travel management costs. About The SABRE Group The SABRE Group is a world leader in the electronic distribution of travel and travel-related services around the globe. and is a leading provider of information technology solutions for the travel and transportation industries. including customized S software development and software products. transaction processing. consulting and total information technology outsourcing. • http://www.sabre.cominms/prO3 1 899a.htm 4/9/99 CS Airways and The SABRE Group Sign Multi-Billion Dollar Information 'hechnologv C.. Page 1 of 2 � • - �'' --=-...� Visit our online travel services... _ ', Trovel�ocily Site Map Feedback r r TH ", ? .. a_J,i lr 1RE SEW; ' _ ,,:e.fal.,,, US Airways and The SABRE Group Sign Multi-Billion r Dollar Information Technology Contract � �� ," ° Groundbreaking Services Agreement Expected To Propel US Airways To Forefront Of Airline IT K . j,. FOR RELEASE: Monday, Dec. 15, 1997 FORT WORTH, Texas --The SABRE Group (NYSE: TSG) and US Airways Group Inc. (NYSE: U) today announced they have signed a multi-billion dollar, 25-year information technology (IT) services contract. Under the terms of the agreement, The SABRE Group will perform substantially all of US Airways' IT functions and will purchase approximately $45 million worth of US Airways' information technology assets. "This agreement provides US Airways access to world-class technologies to support our goal of building an airline that has the highest of standards in every aspect of its operations. It will allow our employees to increase their focus on our customers, confident that they have the support and backing of the leading innovator in the field 0 of airline computer systems," said US Airways' president and chief operating officer. Rakesh Gangwal. Michael J. Durham, president and chief executive officer of The SABRE Group said, "The SABRE Group offers an unrivaled level of airline industry information technology experience. With this agreement The SABRE Group is leveraging the full extent of its capabilities in a creative way to extend a unique business proposition to US Airways." After the transfer of US Airways' IT assets, which is planned to occur at the end of the year, The SABRE Group will provide US Airways with two tranches of stock options, each to acquire 3 million shares of the company's class A common stock, or an alternative vehicle of substantially equivalent value at US Airways' election. More than 800 current US Airways IT employees have been offered employment by The SABRE Group. To date, approximately 90 percent of these employees have accepted positions with the company. The SABRE Group will continue the operation of US Airways' current data center in Winston-Salem. North Carolina although some personnel and activities will be transferred from that facility to The SABRE Group's main data center in Tulsa. Okla. Under the terms of the contract. The SABRE Group will assume responsibility for US Airways' information technology infrastructure. including data center operations. applications. communications. distributed systems, help desks, hardware and personnel. The SABRE Group will also play a significant role in supporting US Airways' internal reservations: scheduling; pricing: yield management and sales functions: ground and flight operations; cargo: and maintenance and IIIengineering activities, with plans to convert a majority of US Airways' existing software to SABRE Group applications by 1999. The company will also deliver a broad range of services to US Airways. imp:" \\AN\\.sahre.conu'newshnews 1215.htm 4,9 99 Visit our online travel services... "MUSite Hap Feedback tij: iipeHTravelocity l 0 �,� Tcch t ,w S,V3R E .;ter...:..._ UM!, '*; '' '''" MS`' US Airways and The SABRE Group Sign Multi-Billion Dollar Information Technology Contract Groundbreaking Services Agreement Expected To Propel ',� lili` � "-`r,i US Airways To Forefront Of Airline IT "..S.i14') • . FOR RELEASE: Monday, Dec. 15, 1997 FORT WORTH, Texas --The SABRE Group (NYSE: TSG) and US Airways Group Inc. (NYSE: U) today announced they have signed a multi-billion dollar, 25-year information technology (IT) services contract. Under the terms of the agreement, The SABRE Group will perform substantially all of US Airways' IT functions and will purchase approximately $45 million worth of US Airways' information technology assets. "This agreement provides US Airways access to world-class technologies to support our goal of building an airline that has the highest of standards in every aspect of its operations. It will allow our employees to increase their focus on our customers, confident that they have the support and backing of the leading innovator in the field of airline computer systems," said US Airways' president and chief operating officer, Rakesh Gangwal. IIIMichael J. Durham, president and chief executive officer of The SABRE Group said, "The SABRE Group offers an unrivaled level of airline industry information technology experience. With this agreement The SABRE Group is leveraging the full extent of its capabilities in a creative way to extend a unique business proposition to US Airways." After the transfer of US Airways' IT assets, which is planned to occur at the end of the year, The SABRE Group will provide US Airways with two tranches of stock options, each to acquire 3 million shares of the company's class A common stock, or an alternative vehicle of substantially equivalent value at US Airways' election. More than 800 current US Airways IT employees have been offered employment by The SABRE Group. To date, approximately 90 percent of these employees have accepted positions with the company. The SABRE Group will continue the operation of US Airways' current data center in Winston-Salem, North Carolina although some personnel and activities will be transferred from that facility to The SABRE Group's main data center in Tulsa, Okla. Under the terms of the contract, The SABRE Group will assume responsibility for US Airways' information technology infrastructure. including data center operations, applications, communications, distributed systems, help desks. hardware and personnel. The SABRE Group will also play a significant role in supporting US Airways' internal reservations; scheduling: pricing; yield management and sales functions; ground and flight operations. cargo; and maintenance and engineering activities. with plans to convert a majority of US Airways' • existing software to SABRE Group applications by 1999. The company will also deliver a broad range of services to US Airways. Imp: \\\\\\.sahre.com'neww s/ne\\s 1215.h1111 4 9'9Q �. _An\\U\s Lulu 1 11G irau..1-1J1111V11 aiVllu, including legacy systems migration, information technology operational resources and customized applications, and assist US Airways in meeting its year 2000 objectives. • Should US Airways elect to receive the two tranches of stock options, they would have the following terms: 1) the first option is exercisable during the seven-month period ending two years after the transfer of US Airways' IT assets, has an exercise price of the higher of$27 per share or 90 percent of the market price of the company's class A common stock on the date of the asset transfer, and is subject to a cap on share price of$90; 2) the second option is exercisable during the ten-year period beginning on the fifth anniversary of the IT asset transfer date, has an exercise price of$27 per share. and is subject to a cap on share price of$127. The SABRE Group is a world leader in the electronic distribution of travel and travel-related services around the globe, and is a leading provider of information technology solutions for the travel and transportation industry, including customized software development and software products, transaction processing, systems integration, consulting and total information technology outsourcing. News Releases Event Calendar Technology News Home Site Map Feedback j Travelocity easySAl3RE Copyright© 1997 The SABRE BRE Group. All right%reserl'ed. Revised: December 15, 1997. • • htth: www.sihre.com news'news 1115.htm 4'9 99 111c JALJI\L ��avut� — �.vaaaYa..•� .........J Visit our online travel services... MB' Site Map feedback • Travelocity .f TFI SABRE GRiII; Company Company History Information Company The SABRE Group has been managed as an independent division of AMR Overview Corporation since 1993. when AMR combined the information technology units of American Airlines under the umbrella "The SABRE Group." In June Company 1996,The SABRE Group became an independent legal entity. In October History 1996, 18 percent of the equity of The SABRE Group was sold in an initial public offering that raised nearly$500 million;the remaining 82 percent of Alliances & the company remains under AMR control. Associated Companies However,the heritage of The SABRE Group goes back much further. In fact. Officers & the SABRE system goes back to the 1950s.when American Airlines led the • Directors travel industry into the "computer technology age" with the Magnetronic 1tYorldwide Reservisor,the first true computer reservations system. That seed grew into Locations the Semi-Automated Business Research Environment—SABRE. In 1963,the first SABRE system was installed in Briarcliff Manor.New York. The mainframe system was state-of-the-art technology in its time G� and processed 84.000 telephone calls per day. The system has eyoi ed quite a hit since then-today's system can handle over 20 million equivalent calls. which are now processed electronically. That reservation system has grown to a network of over 30,000 travel agencies,three million online consumers and • numerous corporations accessing real-time travel information.24 hours a day. 7 days a week. 52 weeks a year. To run this massive reservation system. American Airlines built the world's largest privately-owned computer system in Tulsa,Oklahoma. Today. The SABRE Group owns and manages this system as well the next generation systems used throughout the AMR organization. More recently. The SABRE Group has won outsourcing contracts. leveraging the financial investment in its technological infrastructure. Over the years. American Airlines has also rapidly deployed leading edge technology in its airline operations. Technology is used as a competitive advantage in reducing costs through improved scheduling and efficient flight operations,and increasing revenue through yield management. flight planning and marketing programs. These planning and decision support systems have been sold to other airlines forming the foundation of The SABRE Group's Information Technology Solutions business. The SABRE System Story A American Airlines' first pioneering effort with reservations was the "request and reply"system used in the 1930s. A reservations agent would telephone the central control point where inventory was maintained to inquire about space available on a flight, and a response would be returned via teletype. Through the mid-1940s reservations .; `. were recorded manually with a pencil • _ !)�rt ' on different colored index cards. it I nicknamed "Tiffany" cards after the • —�" , 4t0,044 lamps with the colored glass shades. http:"wwss sabre.com/corpinfo/historv.htm 4/9/99 The SABRE Group - Company History Page 2 of 3 "These cards��ere arran�_ed in a "lazy ice' ; b Susan,"and flights were controlled b� half dozen employees sitting around S i . .,.... .. 5 0 a table spinning the lazy Susan for index cards that %%ould correspond to particular flights. By counting the '— pencil marks on each card. a clerk at „ the reservations center could giv e a The "Lazy Susan In the 19411's "yes" or"no" to a request for a seat. In some reservations offices,a wall-sized status board was installed to display seat space available on each flight. The board summarized much of the information on the index cards in the lazy Susan. As new reservations came in. workers at the table passed the information to board workers who removed seats from a particular flight until no seats remained. Using the Tiffany system to complete a booking for a round-trip reservation from New York City to Buffalo required 12 different people performing more than a dozen separate steps during a three-hour period-- longer than the flight itself! American developed the industry's first s electrical/mechanical device ' irt pirlabt • rm for controlling seat �; .inventory in 1946. It was :t1.*.: called the Availability t 1. ,4. .w.1 Reservisor,and it applied pawl basic computer file technology to the task of tracking American's seats and flights. Even though it k III couldn't sell the seat or cancel a reservation,the system represented a milestone in adapting ,,� . electronics to airline 44510.. reservations. • By 1952, the airline had A • l 'eiit usin Reserrisor Terminal added basic computer W ili the 195t1'.S file technology--a random access memory drum and arithmetic capabilities to the Reservisor. With the Magnetronic Reservisor a reservations agent could check seat availability and automatically sell or cancel seats on the electronic drum. As advanced as the Magnetronic Reservisor was for its time, the airline reservations process was still intensely manual. In 1953, a chance meeting of two Mr. Smiths on an American Airlines Los Angeles-to-New York flight resulted in the development of a data processing • system that would create a complete reservation and make all the data available to any location throughout American's system. The outcome of the conversation between C.R. Smith. American Airlines' president. and R. Blair Smith,a senior sales representative for IBM. was the 1959 announcement of a Semi-Automated Business Research Environment-- better known today as the SABRE system.American's initial research,development and installation investment in this system was almost S40 million. By 1964,the telecommunications network of the SABRE system extended A from coast to coast and from Canada to Mexico. It was the largest. private W real-time data processing system --second only to the U.S. government's. • In May 1976, American installed its first -="11- SABRE unit in a travel agency. By the end of the decade,the system connected S' to more than 1.000 travel agency http://www.sabre.com/corpinfo/history.htm 4/9/99 The SABRE Group - Company History Page 3 of 3 customers.Today,nearly 200,000 i" _` ''fir computers in more than 70 countries on• six continents are connected to the K, SABRE system. 4 - _. What began as a system for American SABRE Mainframes Airlines to keep track of seats sold on its flights has evolved into an electronic travel supermarket used by travel professionals,corporations and consumers worldwide to book airline,car and hotel reservations as well as to order theater tickets,bon voyage gifts. flowers and other travel-related goods and services. The introduction of eusvSABRE in 1985 allowed consumers using personal /� computers to tap into the SABRE system to access airline, hotel and car G•� rental reservations. Today,the Internet product for online consumers. Travelocity is The SABRE Group's leading edge solution for this rapidly growing market. In 1996,SABRE Business Travel Solutions was introduced to the corporate market and is expected to revolutionize the way that large corporations plan and manage their travel expenditures. An estimated$40 billion in travel products and services is purchased through the SABRE system each year. Overview I History I Associated Companies I Officers I Locations Home I Site Map I Feedback I Travelocity Copyright© 1997 The SABRE Group.All rights reserved. S Revised:November 19, 1998. S hup: Nvww.sahre.com%corpinfo/history.htm 4,9/99 The SABRE Group - Worldwide Locations Page 1 of 1 Site Hap Feedback III Visit our online travel services... _i' Trovelocily - ,I ..,- - . . TFI S l L)RE 6R011% Company Worldwide Locations Information World Headquarters Company The SABRE Group Holdings, Inc. Overview 4255 Amon Carter Boulevard j Company Fort Worth.Texas 76155 History 817-963-6400 .\,....__ ,..) Alliances $ Regional Offices Associated Companies Officers & Boston, Massachusetts Miami. Florida Directors Chicago. Illinois Paris, France Worldwide Dallas.Texas Svdne . Australia Locations Hone Kong Toronto.Ontario. Canada Kuwait City. Kuwait Tulsa.Oklahoma London. United Kingdom Vancouver, British Columbia. Canada District Offices IIIAmsterdam,Netherlands Milan, Italy Athens.Greece Montreal.Quebec. Canada Beijing,China Munich.Germany Berlin,Germany Nashville,Tennessee Bogota.Colombia New York Cite.New York Boston. Massachusetts Orange County. California Brussels. Belgium Oslo.Norway Buenos Aires. Argentina Paris. France Caracas. Venezuela Rio de Janeiro. Brazil Chicago. Illinois Rome. Italy Copenhagen. Denmark San Francisco.California Dallas,Texas San Juan, Puerto Rico Detroit, Michigan Santiago.Chile Dublin. Ireland Sao Paulo. Brazil Frankfurt.Germany Santo Domingo. Dominican Republic Hamburg.Germany Stockholm. Sweden Lima. Peru Toronto.Ontario. Canada London. United Kingdom Union.New Jersey Los Angeles.California Vancouver. B.C..Canada Madrid. Spain Washington. District of Columbia Miami. Florida Zurich. Switzerland Overview I History I Associated Companies I Officers Locations I Home I Site Map I Feedback I Travelocity Copyright© /997 The SABRE Group. All rights reserved. Revised: November 19. 1998. III littp:,,\vs\ss.salve.com/corpinfo/oflices.lum -U9'99 The SABRE Group - Officers & Directors Page 1 of 6 410 Visit our online travel services.. IMF t Site Map Feedback Trovelociy �. 1 r iiirla THII 1 Bu, S� 111. � T;$I sous Company Officers & Directors Information' Officers 1 Directors Company Overview Company History The SABRE Group Holdings, Inc.Officers Alliances 8 Associated MICHAEL J. DURHAM Companies President and Chief Executive Officer Officers & Directors BRADFORD J. BOSTON JEFFERY M.JACKSON Senior Vice President Senior I'ice President, Chief Financial Worldwide THOMAS M. COOK Officer and Treasurer Locations Senior I'ice President ERIC J. SPECK TERRELL B.JONES Senior I'ice President-SABRE Travel Senior I'ice President-S.4BRE Information A'etwork Interactive and Chief Information ANDREW B. STEINBERG Officer Senior I'ice President, General Counsel and Corporate Secretary • MICHAEL J. DURHAM The SABRE Group Holdinigs, Inc., President and ra Chief Executive Officer '4 t Michael J. Durham was elected director,president and chief executive officer of The SABRE Group Holdings. Inc. and The 7 SABRE Group, Inc. in July 1996. From March 1995 until July 1996 he served as president of The SABRE Group. Before joining The SABRE Group. Durham was senior vice president and treasurer of AMR Corporation.and senior vice president of finance and chief financial officer of American Airlines since October 1989. Durham joined American Airlines in 1979 as a senior analyst in Corporate Finance,where he assumed a number of positions with increasing responsibilit . He was appointed manager in 1980.director in 1982 and assistant treasurer in 1984. In September 1985. he was named vice president of corporate planning;and finance. He became vice president and treasurer in January 1989. Prior to joining American. Durham was employed by Baer American Banking Corp.of New York.where he served as assistant vice president. Durham received a master of business administration degree from the Cornell University Graduate School of Management. and a bachelor of arts degree in economics from the Universit.) of Rochester. He serves on the boards of directors for Zale Lipshy University Hospital in Dallas and The Dallas Opera. and is also a member of the University of Rochester Trustees'Council. 1111 BRADFORD J. BOSTON The SABRE Group Holdings. Inc. Senior l'ice I're.cidcvu http: \yAyw.sahre.com'corpinfo/directrs.htm 4,9/99 The SABRE Group - Officers & Directors Page 2 of 6 110 Information Technology Solutions Division, Executive Vice President ' Bradford J. Boston was elected senior vice president of The11111 SABRE Group Holdings. Inc. in July 1996. Boston is 'k responsible for the planning, installation and operation of The SABRE Group's computer centers,networks and distributed systems. Key among these is the SABRE system,which serves airlines,travel agencies and corporations in more than 70 countries and supports more than 300.000 devices. The information technology solutions division also fulfills the data processing requirements of American Airlines and all AMR Corporation affiliates, manages their data networks.voice networks and radio services,and operates the automation infrastructure supporting American's airport operations. In 1977, Boston joined American National Bank and Trust where he was systems officer. He joined United Airlines/Covia Partnership as technical support manager in 1984 and held a number of positions including vice president of systems development. In 1991 he was named senior vice president of Visa International's Visanet operation. Prior to joining The SABRE Group. Boston was senior vice president for American Express Travel Related Services. Boston earned a bachelor of science degree in computer science from the University of Illinois Engineering School. THOMAS M.COOK The SABRE Group Holdings, Inc., Senior I'ice Pre.Siclent Information Technology Solutions Division, President � 1 • Thomas M.Cook was elected senior vice president of The < r SABRE Group Holdings. Inc. in July 1996.The information technology solutions division is a global leader in providing information technology solutions to the airline industry. The division also draws on the Company's airline expertise to offer solutions to other industries facing similarly complex operations issues, including the airport. railroad. logistics. hospitality, and financial services industries. The division's solutions include software development and product sales,transaction processing and consulting. Before joining American Airlines 14 years ago.Cook spent three years working for an international consulting firm, seven years developing large-scale information systems for an aerospace company.and six years teaching and researching at the graduate and undergraduate levels. He has co-authored two books, published numerous papers in scholarly journals, and lectured at numerous universities. including MIT. UCLA. Stanford University.Georgia Tech Universit . the University of Texas, Rice University. Duke University. and the Wharton School of Business at the University of Pennsylvania. Cook was recently inducted into the National Academy of Engineering and cited for his"leadership in advancing operations research and decision-support technologies within the transportation industry." He is past president of The Institute of Management Sciences and the Airline Group of the International Federation of Operational Research Studies. He is also associate editor of Operations Research. Transportation.Science.and Interfaces. Cook holds a doctorate in operations research from the University of Texas at Austin.a master's degree in business administration from Southern Methodist University.and a bachelor's degree in mathematics from Grinnell College. • TERRELL B..IONES The SABRE Group Holdings, lnc., Senior Tice Prc'.su%nt- 1: http:' www.sabre.com/corpinfo/directrs.htm 419/99 The SABRE Group - Officers & Directors Page 3 of 6 S.4BRE Interactive and Chief Information. Officer I �t SABRE Interactive President Terrell B.Jones was elected chief information officer and senior vice president of The SABRE Group Holdings. Inc..as well as president of SABRE Interactive in July 1996. He previously served as president of SABRE Computer Services for American Airlines from 1993 to 1996. His responsibilities include the planning of technology development by the Company and the growth of its consumer-direct business through such services as easvSABRE and Trarelocitr. Jones joined American Airlines in 1978 as director of product development when American acquired Agency Data Systems.a Florida-based mini-computer accounting systems company. He became president of the division when it moved to Dallas/Fort Worth. Jones was later named vice president of product development for the SABRE Travel Information Network unit. He also served as vice president of SABRE applications and development and president of SABRE Decision Technologies. A graduate of Denison University in Granville.Ohio.Jones entered the travel industry in 1971 as a travel agent with Vega Travel in Chicago. He later served as vice president of Travel Advisors for five years. a company specializing in business travel to Eastern Europe and the USSR. with offices in Chicago and Moscow. Jones serves on the Intel and Lotus customer advisory boards and is a member of The Research Board. • JEFFERY M.JACKSON The S.4BRE Group Holdings. Inc., Senior Vice President. Chief Financial Officer and Treasurer 1 Jeffery M.Jackson was appointed Senior Vice President and ' ,4 Chief Financial Officer of The SABRE Group on August 14. r0 4a«t 1998.Jackson's broad background in finance and his experience and familiarity with the business and strategic needs of the company make him ideally suited to oversee the financial growth of The SABRE Group. Jackson was formerly Vice President and Controller of American Airlines where he oversaw financial budgeting and planning.corporate accounting(including all SEC filings),revenue accounting,corporate receivables,corporate payrolls and disbursements,and accounting functions for American Airlines. Prior to this position.Jackson served as Vice President-Corporate Development and Treasurer. His duties included corporate finance. international and domestic banking.corporate insurance& risk management.tax services,corporate development, fleet transactions.and aircraft sales and leasing.Jackson's responsibilities included domestic and international cash management: managing over 100 banking relationships: supervision of strategic transactions for AMR Corporation including alliances with airlines such as.Canadian Airlines. Reno Air. Midway Airlines and Hawaiian Airlines. In addition. he was responsible for overseeing the filing of the various state. income. foreign. sales and propert\ taxes for all of AMR's subsidiaries: and. managing corporate insurance activities including aviation hull and liability,third party liability.directors and officers and worker's compensation. • Jackson began his career with American in 1984 as a senior financial analyst in the corporate finance department. He holds a master of management degree from J.L. Kellogg Graduate School of Management at Northwestern Universitx and a bachelor of arts degree in economics government from Dartmouth College. • http:l1www.sahre.com/corpinfo/directrslurn 4/9/99 The SABRE Group - Officers & Directors Page 4 of 6 S A native of Ithaca.New York. he and his wife now reside in University Park. Texas. They have two children. ERIC J. SPECK ;. The SABRE Group Holdings. Inc..Senior I Presider!- tag SABRE Travel Information,Venrork ' ;f .t . '' SABRE Travel Information Network President *' Eric J. Speck was named senior vice president of The SABRE A Group Holdings. Inc.and president of SABRE Travel Information Network in March 1997. Speck is responsible for marketing the SABRE system and its related products and services to airlines. hoteliers.car rental companies and other travel suppliers, as well as to travel agencies and corporate travel departments worldwide. Key product offerings include SABRE Business Travel Solutions,a comprehensive software suite that gives corporations the ability to strategically manage business travel through travel booking,travel policy, expense reporting and decision management tools brought directly to the corporation's desktop. In August 1995. Speck was appointed vice president for SABRE Travel Information Networks European unit. In this position. he was responsible for marketing and supporting the SABRE computer reservation system in Europe. the Middle East,and Africa. In 1991. he served as vice president of marketing where he was responsible for identifying worldwide target markets and market segment needs,defining investment levels,delivering products and managing their Iifecycles. and ensuring that SABRE's products remained competitive in ever) market. SPrior to being named vice president of marketing, Speck was responsible for relationships with SABRE travel supplier customers worldwide. He joined AMR Corporation in 1980 and held various positions encompassing a wide range of organizations. including finance, product management.strategic planning. operations,business development and field sales/service. A native of Houston. Texas. Speck's initial experience in the travel business was obtained while working six years in various capacities at a diversified travel agency in that cite. Speck earned a master's degree with concentrations in finance and international business from the University of Chicago's Graduate School of Business Administration and an undergraduate degree from the University of Denver. ANDREW B.STEINBERG RTC . . i; The SABRE Group Holdings, Inc.. Senior I'ice President. General Counsel and Corporate Secretary Andrew B. Steinberg was elected senior vice president. general counsel and corporate secretary of The SABRE Group in October 1996. Steinberg is responsible for providing legal counsel to all divisions of The SABRE Group.ensuring The SABRE Group's compliance with applicable laws, representing the compan\ before federal and local courts and agencies.and handling the corporate secretarial function. Steinberg previously served as associate general counsel for American Airlines. where he managed a practice group responsible for employment and environmental • legal matters for all AMR Corporation affiliates. Earlier. he worked as a senior attorney with American. where as in-house antitrust counsel. he evaluated merger and acquisition proposals. managed antitrust litigation, and provided advice on competition issues to American's marketing and planning functions. • http://www.sahre.com/corpinfo/directrs.htm 4/9/99 The SABRE Group - Officers 8 Directors Pace of.6 Prior to joining American Airlines in 1990.• Steinberg was a litigation attorney with the Los Angeles-based law firm of Gibson. Dunn & Crutcher and represented American in defending several antitrust actions concerning the development of the SABRE computerized reservation system. He is also a member of the board of editors of Antitrust Report. Steinberg earned his J.D. at Harvard Law School and a bachelor's degree in politics from Princeton Universit.. The SABRE Group Holdings, Inc. Board of Directors GERARD J. ARPEY DEE J. KELLY Senior\'ice President and Chief Senior Foundine Partner. Kell. Financial Officer. AMR Corporation Hart & Hallman. P.C. Director. AMR Corporation EDWARD A. BRENNAN Director. American Airlines. Inc. Retired Chairman. President and Chief Director.Justin Industries. Inc. Executive Officer. Sears. Roebuck and Co. GLENN W. MARSCHEL.JR. Director.The Allstate Corporation President and Chief Executive Director. AMR Corporation Officer. Paging Network. Inc. Director. American Airlines. Inc. Director. Paging Network. Inc. Director. Dean Foods Compan Director. Dean Witter BOB L. MARTIN Director. Discover& Compan President and Chief Executive Director. Minnesota Mining and Officer. Wal-Mart International. Manufacturing Company Inc. Director. Unicorn Corporation S DONALD J. CARTI' ANNE H. MCNAN1ARA Chairman of the Board. President and Senior Vice President and General Chief Executive Officer. AMR Counsel. AMR Corporation Corporation Director. LG&E Enere Director. AMR Corporation Corporation Director. American Airlines. Inc. Director. Louisville Gas and Director. Dell Computer Corporation Electric Compan Director. Canada-US Foundation for Education Exchange RICHARD L.THOMAS Associate Member. Dallas Citizens Retired Chairman. First Chicago Council NBD Corporation - Advisory Board. Family Gateway Director.CNA Financial Corporation MICHAEL J. DURHAM Director. First Chicago NBD President and Chief Executive Officer. Corporation The SABRE Group Holdings. Inc. Director. IMC Global. Inc. Director. PMI Group. Inc. Director. Sara Lee Corporation PAUL C. ELY.JR. General Partner. Alpha Partners President. Santa Cruz Yachts Director. Parker I lannifin Corporation Director. Tektronix. Inc. j Overview I History Associated Companies ; Officers Locations Home Site Map ; Feedback I TrayelociI Copyright 4 /99" The SABRE Group. All rights reAerred. Revi.%erl: .\member 19. / S http: \\\\\\.sabre.com corpinlo direcirs.hun 4 9 99 ' .�` "' 4e., h• tidy ^?.. C - 1 k iA , r w T '-,•r 9 /, ,. ,it: ..J ,�•b • , k; J---- - • ....-'" -' �• »a • ......... /• ��� q At. • Imo'"+ - d'� f �„• 4 fl,. ?T' i''J'1. ti1. _ ,- _ ems tutep, . � r h a ' D ^A 7'eti t, :.,'Y .,.c •ro; `.� t , _ / N1 `2\ 1• iof �J.. - �r ,%fit►/. �• ;�/r4 ,4111r.. �� '.. • � • f3• _r { vy � -- Se i Of, '' ... l w • ti\ ..A, •* •'i, 1 . A+` if'I ti 1.•\ y• t x „, '" i _raw ..fry.. •5. t t T • /e ' t • •. • ,� /�•l••.,ytl4�tl+'sy . !. .., �..• + , ' d ,y� i.7.,It'ti'r� ,�r• ,,.,1'��1 r +, - /•> ! _`i"T+Svt�t t,�i�•J�',��1 r L•i:1 '.,' :i !F".`d� h `7. .:y+�,,� r ` A • IN S ,p� `# 1'' ��` .. f 4>���iy•••����!.r.' �? ➢1..`t' ..r ,, y r 5 • •+ • 4i. - R','' I 47 .,. 1 yR^u R .,r a, y}^+ c y.� '\_ ' #i'u �,i�:: >•;'v 'r •. .e, e, t• V + r".4: • ':„ 't -y,I,..Y .1 p 7t:•• 1•'-�''tt,*�4...1�, Fr .. / i9•' t. , r -" . iii, ,,,k. \., ..., 4 _.z.. ,. . . ,.... . . - ilif„,...x„ , . \ . . — .. „gni, • . , ,. , • ... __. ., — t - ,..c ,:4:„,..•-• , ma.\,.., -4_ , . .. , .. :"kliw '.'- _ • --• -' r IT:Ate • *'i.,.,,,4, •_ 1. • . • ••1004'.41,;', .. ../AL,A*S'•,..",:‘' 16' ':. -*,•••-•••L'.. • •-.'' ' : : -. 'C. • '' . ',•`..‘,.."44100, 17,k • , -{. h ' w1.r1 .. 1, , ^y .'�•tt r4Y ,`R_`'i'_ ►y >' Nk -4 v \ ' ti, ,' • ft,r 1 ,is_. r�Ri ti 11.3t •., ) ? b,r [r .l •e t .• .` • S 1. � +r.:• r4 . l % * ,I., ‘.... ,.4.., ., .., ,) 46 = ..44t• ., 1 • LAND DESCRIPTION • BEING a tract of land situated in the J. B. Martin Survey, Abstract 1134, the R. D. Price Survey, Abstract 1207 and the U. P. Martin Survey, Abstract No. 1015, Tarrant County, Texas, and being a portion of a tract of land as described in the Special Warranty Deed to International Business Machines Corporation as recorded in Volume 12782, Page 109 of the deed records of Tarrant County, Texas, and also being a portion of a tract of land as described in Special Warranty Deed to 300 Convent Street Corp. as recorded in Volume 12782, Page 110 of the Deed Records of Tarrant County said tract being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod set with"Huitt-Zollars"cap on the southerly platted right-of- way line of Parkway Boulevard(131 foot right-of-way), said iron rod being at the most southerly southwest corner of said MTP-IBM Addition No. 1; THENCE along the southerly right-of-way line of said Parkway Boulevard as follows: North 63 degrees 15 minutes 25 seconds East, a distance of 32.25 feet to a 5/8 inch iron rod set with"Huitt-Zollars"cap at the beginning of a curve to the right; • Along said curve to the right with a central angle of 24 degrees 19 minutes 16 seconds, a radius of 1,419.50 feet, an arc distance of 602.55 feet a long chord that bears North 75 degrees 25 minutes 02 seconds East, a distance of 598.04 feet to a 5/8 inch iron rod set with "Huitt-Zollars" cap; North 87 degrees 34 minutes 40 seconds East, a distance of 137.89 feet to a 5/8 inch iron rod set with"Huitt-Zollars" cap at the southeast corner of said MTP-IBM Addition No. 1; THENCE, along the easterly line of said MTP-IBM Addition No. 1,North 00 degrees 09 minutes 22 seconds West, a distance of 848.90 feet to the most easterly northeast corner of the MTP-IBM Addition No. 1 and being on the south line of a tract of land as described by deed to C.R. Revels as recorded in Volume 86, Page 557, Deed Records, Tarrant County, Texas; THENCE, along the southerly line of said C.R. Revels tract the following courses and distances; North 89 degrees 50 minutes 38 seconds East, a distance of 596.50 feet to a Corps of Engineers concrete monument found; North 89 degrees 33 minutes 04 seconds East, a distance of 1132.28 feet to a point for a corner; South 01 degrees 09 minutes 16 seconds East, a distance of 651.54 feet to a 3/4 inch iron rod found; • North 89 degrees 56 minutes 04 second s ds East, a distance of 333.16 feet to a 2 inch pipe found in the westerly right-of-way line of White Chapel Road(50 feet wide right-of-way); Murvey 23I wp\ESCI5 ev..aa 1 of 7 RE[D APR 2 31999 THENCE, along the westerly right-of-way of White Chapel Road, South 02 degrees 11 minutes 25 seconds East, a distance of 85.06 feet to a point for a corner at the northeasterly corner of a tract of land as described in Special Warranty Deed to the City of Southlake as executed on April 28, 1998; THENCE, South 89 degrees 56 minutes 04 seconds West,departing the westerly right-of-way line of said White Chapel Road and along the northerly line of said City of Southlake tract, a distance of 114.99 feet to the northwesterly corner of said City of Southlake tract; THENCE, South 00 degrees 03 minutes 56 seconds East, along the westerly line of said City of Southlake tract, a distance of 100.00 feet to the southwesterly corner of said tract; THENCE, South 06 degrees 07 minutes 22 seconds West, a distance of 263.21 feet to a point for corner; THENCE, South 02 degrees 25 minutes 42 seconds East, a distance of 160.37 feet to a point for a corner on the southerly top of bank of South Fork Kirkwood Branch; THENCE, generally along the southerly top of bank of said creek the following courses and distances: South 46 degrees 28 minutes 21 seconds East a distance of 81.99 feet; • South 42 degrees 41 minutes 23 seconds West a distance of 92.21 feet; South 29 degrees 21 minutes 54 seconds West a distance of 106.36 feet; South 16 degrees 11 minutes 08 seconds West a distance of 148.69 feet; South 03 degrees 24 minutes 13 seconds West a distance of 168.53 feet; South 45 degrees 59 minutes 11 seconds West a distance of 74.72 feet; South 05 degrees 31 minutes 46 seconds West a distance of 52.64 feet; South 63 degrees 16 minutes 32 seconds East a distance of 53.47 feet; South 08 degrees 05 minutes 54 seconds West a distance of 38.62 feet; South 85 degrees 28 minutes 32 seconds West a distance of 48.87 feet; South 05 degrees 31 minutes 46 seconds West a distance of 196.76 feet; South 41 degrees 44 minutes 24 seconds West a distance of 43.62 feet; • South 32 degrees 52 minutes 05 seconds East a distance of 91.58 feet; M:\Soivey\2312A4 wp\DESCI5Cre..doe 2 OF 7 uu/99 . ._ SSouth 83 degrees 49 minutes 21 seconds East a distance of 36.19 feet; North 15 degrees 36 minutes 10 seconds East a distance of 58.44 feet; South 73 degrees 59 minutes 03 seconds East a distance of 36.34 feet; South 18 degrees 26 minutes 43 seconds East a distance of 87.49 feet; South 19 degrees 22 minutes 15 seconds West a distance of 40.53 feet; South 61 degrees 25 minutes 48 seconds West a distance of 99.80 feet; South 08 degrees 36 minutes 22 seconds East a distance of 198.28 feet; North 70 degrees 42 minutes 42 seconds East a distance of 47.08 feet; South 22 degrees 16 minutes 43 seconds East a distance of 12.87 feet; South 32 degrees 05 minutes 51 seconds West a distance of 60.69 feet; South 30 degrees 18 minutes 36 seconds East a distance of 27.12 feet; SSouth 43 degrees 10 minutes 57 seconds West a distance of 48.11 feet; North 59 degrees 37 minutes 51 seconds West a distance of 48.17 feet; South 06 degrees 30 minutes 45 seconds West a distance of 56.59 feet to the beginning of a non-tangent curve to the right having a radius of 1,572.00 feet; THENCE, departing said top of creek bank and along said curve to the right through a central angle of 02 degrees 16 minutes 35 seconds, an arc distance of 62.46 feet and being subtended by a chord bearing South 44 degrees 40 minutes 44 seconds East a distance of 62.45 feet to the southerly top of bank of said creek; THENCE, generally along the southerly top of bank of said creek the following courses and distances: North 65 degrees 53 minutes 10 seconds East a distance of 4.65 feet; South 72 degrees 55 minutes 15 seconds East a distance of 26.20 feet; South 21 degrees 49 minutes 50 seconds East a distance of 51.02 feet to the beginning of a non- tangent curve to the right having a radius of 1,572.00 feet; 0 THENCE, along said curve to the right through a central angle of 04 degrees 19 minutes 29 seconds, an arc distance of 118.66 feet and being subtended by a chord bearing South 38 degrees 45 minutes 42 seconds East a distance of 118.63 feet to a point for corner; • Manley Vslme\wplDFsctsaa..aoc 3 OF 7 vsa/99 • THENCE, South 53 degrees 24 minutes 02 seconds West a distance of 50.00 feet to a point for corner; • THENCE, South 35 degrees 06 minutes 11 seconds East a distance of 79.67 feet to the platted northwesterly line of Kirkwood Hollow Phase I, an addition to the City of Southlake, as recorded in Cabinet A, Slide 4537 of the Deed Records of Tarrant County, Texas, and being on the northeasterly right-of-way line of Kirkwood Boulevard; THENCE, South 56 degrees 24 minutes 01 seconds West continuing along the platted northwesterly line of said Kirkwood Hollow Phase I and an extension thereof a distance of 198.41 feet to point for corner in the centerline of South Fork Kirkwood Branch; THENCE, generally along the centerline of said branch the following courses and distances: South 17 degrees 28 minutes 39 seconds West a distance of 13.61 feet to a point for corner; South 40 degrees 25 minutes 34 seconds West a distance of 38.10 feet to a point for corner; South 26 degrees 58 minutes 38 seconds West a distance of 25.77 feet to a point for corner; South 02 degrees 00 minutes 59 seconds West a distance of 29.72 feet to a point for corner; • South 69 degrees 47 minutes 31 seconds West a distance of 22.44 feet to a point for corner; South 84 degrees 36 minutes 18 seconds West a distance of 26.95 feet to a point for corner; South 53 degrees 15 minutes 40 seconds West a distance of 22.56 feet to a point for comer; South 25 degrees 06 minutes 35 seconds West a distance of 37.90 feet to a point for corner; South 07 degrees 01 minutes 26 seconds East a distance of 29.93 feet to a point for corner; South 00 degrees 53 minutes 14 seconds East a distance of 31.56 feet to a point for corner; South 19 degrees 28 minutes 57 seconds West a distance of 14.92 feet to a point for corner, South 59 degrees 39 minutes 56 seconds West a distance of 33.26 feet to a point for corner; North 65 degrees 23 minutes 25 seconds West a distance of 50.64 feet to a point for corner; South 76 degrees 18 minutes 39 seconds West a distance of 54.62 feet to a point for corner; North 39 degrees 23 minutes 55 seconds West a distance of 28.52 feet to a point for corner; • North 80 degrees 25 minutes 36 seconds West a distance of 16.87 feet to a point for corner; Mawe).\23I2W4\wplDESCISOrev.doc 4 OF 7 vur99 • North 76 degrees 53 minutes 30 seconds West a distance of 38.04 feet to a point for corner; North 43 degrees 26 minutes 30 seconds East a distance of 16.71 feet to a point for corner; North 62 degrees 48 minutes 05•seconds East a distance of 25.48 feet to a point for corner; North 03 degrees 15 minutes 56 seconds West a distance of 20.42 feet to a point for corner; North 47 degrees 33 minutes 51 seconds West a distance of 25.63 feet to a point for corner, North 57 degrees 28 minutes 08 seconds West a distance of 26.66 feet to a point for comer, South 70 degrees 01 minute 26 seconds West a distance of 18.54 feet to a point for corner; South 37 degrees 59 minutes 12 seconds West a distance of 30.91 feet to a point for comer, South 09 degrees 24 minutes 11 seconds West a distance of 8.82 feet to a point for corner, South 51 degrees 22 minutes 17 seconds West a distance of 41.55 feet to a point for corner; South 32 degrees 44 minutes 12 seconds West a distance of 23.43 feet to a point for corner; SSouth 53 degrees 10 minutes 04 seconds West a distance of 44.67 feet to a point for corner; South 66 degrees 26 minutes 53 seconds West a distance of 31.90 feet to a point for corner; South 45 degrees 09 minutes 44 seconds East a distance of 17.42 feet to a point for corner; South 76 degrees 54 minutes 57 seconds East a distance of 36.92 feet to a point for corner; South 20 degrees 45 minutes 22 seconds West a distance of 40.45 feet to a point for corner, South 30 degrees 23 minutes 01 second West a distance of 72.88 feet to a point for corner, South 53 degrees 13 minutes 24 seconds West a distance of 99.78 feet to a point for corner; South 62 degrees 06 minutes 48 seconds West a distance of 87.11 feet to a point for corner; South 58'degrees 29 minutes 32 seconds West&distance of 51.51 feet to a point for comer, North 85 degrees 07 minutes 51 seconds West a distance of 53.55 feet to a point for corner; South 76 degrees 52 minutes 54 seconds West a distance of 38.97 feet to a point for corner; • North 67 degrees 16 minutes 38 seconds West a distance of 56.75 feet ee to a point for corner; 1:%Sutveyl2512\04\wp\aESCI50rcv.doo 5 OF 7 4/22/99 • South 55 degrees 38 minutes 19 seconds West a distance of 11.38 feet to a point for corner on the proposed easterly right-of-way line of State Highway No. 114; THENCE, along the proposed easterly right-of-way line of State Highway No. 114 as follows: North 36 degrees 32 minutes 05 seconds West a distance of 147.32 feet to a Texas Highway Department concrete monument, found; North 47 degrees 50 minutes 42 seconds West, a distance of 101.98 feet to a Texas Highway Department concrete monument, found; North 36 degrees 32 minutes 04 seconds West, a distance of 500.00 feet to a Texas Highway Department concrete monument, found; North 32 degrees 14 minutes 44 seconds West, a distance of 200.56 feet to a 5/8 inch iron rod set with"Huitt-Zollars" cap; North 36 degrees 32 minutes 05 seconds West, a distance of 199.81 feet to a Texas Highway Department concrete monument, found; North 42 degrees 14 minutes 23 seconds West, a distance of 201.18 feet to a Texas 111 Highway Department concrete monument, found; North 36 degrees 32 minutes 05 seconds West, a distance of 702.91 to a 5/8 inch iron rod set with "Huitt-Zollars"cap on the existing easterly right-of-way line of State Highway No. 114; THENCE. along the existing easterly right-of-way line of said highway as follows: North 18 degrees 59 minutes 38 seconds West, a distance of 112.97 feet to a 5/8 inch iron rod set with"Huitt-Zollars" cap; North 32 degrees 06 minutes 29 seconds West, a distance of 430.57 feet to a 5/8 inch iron rod set with"Huitt-Zollars"cap; North 29 degrees 36 minutes 27 seconds West, a distance of 232.63 feet to a 5/8 inch iron rod set with"Huitt-Zollars" cap at the beginning of a curve to the left; Along said curve to the left, with a central angle of 06 degrees 26 minutes 28 seconds, a radius of 1,452.40 feet,an arc distance of 163.2g feet, a long chord that bears North 32 degrees 49 minutes 41 seconds West, a distance of 163.19 feet to a 5/8 inch iron rod set with"Huitt-Zollars" cap at the beginning of a reverse curve to the right; S Along said curve to the right, with a central angle of 99 degrees 18 minutes 20 seconds, a radius of 90.00 feet, an arc distance of 155.99 feet, a long chord that bears North 13 • 1:\Sur ey\2512\04 wp1DESCISOrev.doc 6 OF 7 4/u/99 • degrees 36 minutes 16 seconds East, a distance of 137.18 feet to the POINT OF BEGINNING and CONTAINING 150.621 acres of land, more or less. • Basis of bearings: A bearing of South 89 degrees 39 minutes 47 seconds East along the northerly right-of-way line of Dove Road according to the Special Warranty Deed to MTP-IBM Phase II an III Joint Venture as recorded in Volume 8995, Page 1268 of the Deed Records of Tarrant County,Texas. For Huitt-Zollars, Inc. Eric J. oudy Registered Professional Land Surveyor Texas Registration No. 4862 Huitt-Zollars, Inc. 3131 McKinney Avenue Dallas, Texas 75204 SDate: April 7, 1999 Revised April 23, 1999 • D.Survey\2512\04\wp1DESC ISOrev.doc 7 OF 7 4/22/99 . 0 • • �0 A I�� � N14-401 A�Hp N.I il .• O3wD►/tf;L lil li A F.CON .i 9VOL. MT23,PO 673 • . ' O.RLGT. UST 4 T. W. MANN SURVEY Mnl 14 ABSTRACT No. 1107 I ►112.T. , r oa�w . MINNOW WO r.Trr>.11NAB0Y I U. P. MARTIN SURVEY 7 I I ABSTRACT No. 1016 150.621 ACRES la f1r1 NA Olu C. 1R>_, 4/ WLM PO 667 NiATN)KK � a0.T.C.T. IA NAO*C$OOTrOAA1104 i��i. VOtUK 1271124 PAO(106 at1T.CT, Pocrown RGfl-OI-MY TO STAR \\ w TowMucci N.W1N07-OO - T�\ J. \ B. MARTIN SURVEY ABSTRACT No. 1134 1 \\. OTY OF IOIAIJIM \. w.�Or.R wu1a�.--• •- WO CONWR$1A[[T CORP. .- ,�1.K O. 110 REED A P R 2 t y 99 WHITE CHAPEL. ROAD R. D. rR10E SURVEY PNOPOSSO ABSTRACT No. 1207 EXHIBIT MAP Ill w miecio HOLLOW put[t OTY CASE N. IA 07-0711 I /0 LTUATTO Si THE A O.HAATW SURVEY.Ag111ACT N.II -..1� R.a MCC LOWY.ABSTRACT 1/.In).ANO Mt 'tS`` 300 CON1(N\SUM COATI U.P._MAIM WRKT. RANT N.101! VOLUM(12782.PA01 110 T OTT O SOUTMAKE, TARRANT COM TY.TEXAS / O.JI T.CT. I RF��ypwyNyr w 1J1 M-ryr-q or...*MO TM P.•r n� � Sabre Development Concept The Sabre Campus Headquarters project will encompass the development of a 156 acre wooded tract. The facility will be a series of connected low-rise campus style corporate office buildings wrapped around the natural terrain afforded by the site. It is anticipated that each building will not exceed five (5) stories in height. While there will be some surface parking, the majority of employee parking will be accommodated with structured parking buildings. Using the benefits of the existing trees and open areas, Sabre plans to provide amenities such as jogging trails, ball fields and landscaped campus green spaces. Construction will occur in phases spread over an eight (8) year period. The first phase is slated to begin construction in third quarter 1999 with scheduled completion of the first 450,000 square feet of office building in second quarter 2001. Current projections show that the eventual size of the Sabre Campus Headquarters will encompass over 2,000,000 square feet by late 2008. 11111 • I 0 DENTON COUNTY • TARRANT COUNTY • LLL iit4:\\:'\ _ I I fit I '. " r4 - fa y- . _ - - i ) of �/ \ yj ` r , ,.__, : C 1,rA�e, c ." --1, :: \ \ \----- -- \--,' i / 1 'i I/ . - j , - ) 'I , I, <. . Ili". -\%___ , ,, ,,t, ..... s f , L ,4, _ .„,,,....,,, „....„ v'.r ice• l `^•'fit ' nt ,;',. , i 4 \\ A' Q` s �f~ • 9 sx `,`°��^ \gyp ,':r/ s,'d'�' 1 , 1 1 _ \ f ^•7s r,, PRELIMINARY- `' \ \ 1" K;'"s-;x _ -:_—; UNDERDEVELOPMENT � f 1 ) �, 1 i c> H KS 11e f THE SABRE GROUP Cs��"4 SOLANA SITE: HILLTOP SCHEMENov SABRE CORPORATE CONSOLIDATION PROJECT PROGRAM SUMMARY April 23, 1999 • Building (Sq. Feet) Employment Year Existing Projected Cumul. Existing Projected Cumul. 1999 375,000 0 375,000 1,755 0 1,755 2000 0 0 375,000 0 0 1,755 2001 0 466,421 841,421 0 2,953 4,708 2002 0 0 841,421 0 0 4,708 2003 0 154,545 995,966 0 386 5,094 2004 0 797,324 1,793,290 0 2,374 7,468 2005 0 202,812 1,996,102. 0 420 7,888 2006 0 122,987 2,119,089 0 482 8,370 2007 0 129,948 2,249,037 0 509 8,879 2008 0 137,838 2,386,875 0 540 9,419 Assumptions: Numbers do not include the STIN operation at the former AA Headquarters complex. Assumes employment at existing Solana facility remains at 1,755. Source: J.M.Mullis, Inc. • According to Section 312.003 of the Texas Tax Code, this information is confidential and not subject to disclosure under the Public Information Act until the tax abatement agreement is executed. 1 III! • Eirr'°� Earl :+M fSt..,�;,• .:. - a,r, .,.,. in 1y�7ti's+st t 20 ow,.....:,: , 20,1* sKesr , r 2QD9 �! 20�4 20 5 2096 ' ; ption .., '.'8 art r x k,;Fin ahp;921-03 :.01. 021103 04 01 102 03 104 01,10 03 104 01 02: 03' 01 02 03 104 01 I O2 03 104 01 102 103 104 01 • :Alt 04 01 l Zoning issues , i : I : , : ! J j , . . . ' I Zoning Change 03MAY99' 30JUL99Z nin Chang . . Phase 1 I I . . I . Phase 1 Construction 02AUG99 31MAY01 Thus 1 Construction ! Certificate of Occupancy- 31MAY01 • • • •• •• • •• • • • • *I wittiest,of Occupancy-Phase 1 : • •• • I • Phase 1 F, i I , , , . . , . I �. ' _____ Phase 2 : : : : ; } : : I : l I : Phase 2 Construction 01 MAR02' 28FEB03 : : : : : : : ' ' : : h Is;2 onatruc Ion , , • 1 Certificate of Occupancy- 28FEB03 ' ' . ' ' ' ' ' ' . ' • • ' , •• •• •• ' • , * ettlfleate•of Lccimancy- hale 2 ' Phase 2 • ' I — Phase3 : : : : : : , : : : ; : : H : : Phase 3 Construction 010CT02' 27FEB04 • • , , ' t : . . , . . : . . Ph* •3 Construction , I j Certificate of Occupancy- 27FEB04 • I • ! • : : :• : ' ;�Cartificatl of iOcc I pancy=Pha i 3 1 ' , Phase 3 : , , • : : : I , • • 1 Phase 4 : ; : : ! : : . Phase 4 Construction 01 JANO4' 31 DEC04 . . • , , , . . , . . . . . . . . , . . . , .A V Ph as 4 Co struetion 1 ' I . • II Certificate of Occupancy- 31 DEC04 , , , , , , I : : ; �Cc I ific l to I j Occupancy Phase Phase 4 Phases I Phase 5 Construction 03JAN05' 3 ODEC0S Phase 5 Constructlo� Certificate of Occupancy- 30DEC05 . . . . . :1Ce rtificate of Occupancy Phase 5 Phases Phase 6 Phase 6 Construction 02JANO6* 31JAN07 ' ' ' ' ' ' ' ' ' ' ' • ' ' ' ' ' ' ' ' ' ' ' • ' ' ' ' ' ' ' ' ' ' ' ' ' • hams 6 Construction Certificate of Occupancy- 31JAN07 • • • • • • , I. • • • • • . • • • ' • • . • ' ' ' • • • • • • . Cs Meats of Ocl uplAncy Phase 6,• Phase • „ . . _„ I . . • . * • , . . i . • * j j I 1 Phase 7 : : : : : : i I : : Phase 7 Construction 01JANO7* 31JAN08 ' ' ' ' ' ' ' ' ' ' ' ' ' ' ' • • ' ' ' • ' ' ' ' • ' ' • , , ' ' • ' . : , • hass 7 Construction Certificate of Occupancy- 31JAN08 Certificate of Occupancy Ph ea 7• Phase? 1 j Project Sun 12APR99 ZANIMMilli7 Early Bar SCHP 511ae1 1 01 1 Project F9nah 31JAN08 alMfaIMMEISIBEIWProoiass Bar Sabre Corporate Headquarters Project Data Dab 12APR99 •Southlake, Texas - Run Date13APR99 OPmmaera Syaiama Inc Estimated Construction Schedule Activity :(14:14wrig % Early Early � _1-- —�- Q4_ rau1T o T`N 1 n 1_,�LEJ-.M_T >�T._ra T J _ �_LA7s n N D J F n fn �:1 Z . ^ • Start� Finish i l r ai:n,. .,,. °"., r r.,11 i i i I I i i i_I-i I I i.i-i_i-Li i-u.i_u.i-i 1 i. 1 1 1 i.� i 1, i.i 1 1 1 1 1 1;1 I � 11i ur. Land Issues • 10 Letter of Inten - rrchase Solana 0 0 09APR99* Letter of Intent to Purc a e Solana 20 Due Diligence 42 0 09APR99 07JUN99 Due Diligence 30 Zoning Change 34 0 26APR99' 10JUN99 Zoning Change Design 40 Masterplanning 27 0 26MAR99* 03MAY99 Masterplanning 50 Schematic Design 65 0 04MAY99' 02AUG99 Schematic Design 70 Construction Documents(Site) 65 0 14JUN99* 10SEP99 7Construction Documents(Site) 60 Design Development 65 0 03AUG99 01 NOV99 LIIIIIIIIINCDesign Development 80 Construction Documents(Shell/Interior) 209 0 16AUG99' 01JUN00 ® Construction Documents(Shell/Interior) Construction 90 Mobilize to Site 0 0 16AUG99' Mobilize to Site 110 Construction 445 0 06SEP99' 18MAY01 ConstructionA, 100 Ground Breaking 0 0 17SEP99' Ground Breaking Owner Occupancy 120 Owner Move-In 43 0 02APRO1* 30MAY01 Owner Move-InLAPIIIi 130 Project Close-Out 5 0 18JUNO1* 22JUN01 Project Close-Out. Project Start 01JAN99 ApiliiIIIMilr Early Bar ELF3 Sheet 1 of 1 Project Finish 22JUN01 AIMMEMIIIMIIIIIMIdr Progress Bar Sabre Data Date 01JAN99 4IMMI.Critical Activity Headquarters Office Complex Run Date 19APR99 !'f Project Schedule 0Primavera Systems,Inc. • w • Proprietary information Nat Subject to TABLE 1 -UNADJUSTED TAX REVENUE Disclosure Pursuant to Chapter 12 of the Tax Code Sabre Campus Headquarters Project-04/23/99 A B C D E, F G H I J K L M N O=L+M+N P=C+H+K+O Q Land Building Real Property Personal Property Value Value Sales Tax Revenue-1% TOTAL REVENUE Year Value' Tax Rev. Sq.Feet Added Cumul. Tax Rev. Added Cumul. Tax Rev. Facility Annual -' (Mil.$) 0 422/$100 Added Cumul. (Mil.$) (Mil.$) 0.422/$100 (Mil.$) (Mil.$) 0.4221$100 Constr. Ops. Eqpmt. Cumul. Addition C 1999 $0.0 $0 0 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2000 $10.0 $42,200 0 0 $0 $0 $0 $0 $0 $0 $520,735 $0 $0 $520,735 $562,935 $562,935 2001 $10.0 $42,200 466,421 466,421 $0 $0 $0 $0 $0 $0 $55,000 $1,919 $210,076 $266,995 $309,195 $872,130 2002 $10.0 $42,200 0 466,421 $104.147 $104.1 $439,500 $24.798 $24.8 $104,648 $100,945 $1,919 $25,000 $127,864 $714,212 $1,586,343 2003 $10.0 $42,200 154,545 620,966 $11.000 $115.1 $485,920 $3.000 $27.8 $117,308 $826,020 $2,170 $46,515 $874,705 $1,520,133 $3,106,476 2004 $10.0 $42,200 797,324 1,418,290 $20.189 $135.3 $571,118 $5.458 $33.3 $140,340 $216,510 $3,713 $371,462 $591,685 $1,345,344 $4,451,820 2005 $10.0 $42,200 202,812 1,621,102 $165.204 $300.5 $1,268,279 $43.994 $77.3 $325,995 $135,160 $3,986 $98,436 $237,582 $1,874,056 $6,325,876 2006 $10.0 $42,200 122,987 1,744,089 $43.302 $343.8 $1,451,013 $11.650 $88.9 $375,158 $147,945 $4,300 $62,009 $214,254 $2,082,625 $8,408,501 2007 $10.0 $42,200 129,948 1,874,037 $27.032 $370.9 $1,565,088 $7.335 $96.2 $406,112 $161,065 $4,631 $67,183 $232,879 $2,246,279 $10,654,780 2008 $10.0 $42,200 137,838 2,011,875 $29.589 $400.5 $1,689,954 $7.949 $104.2 $439,656 $0 $4,982 $73,114 $78,096 $2,249,906 $12,904,686 2009 $10.0 $42,200 0 2,011,875 $32.213 $432.7 $1,825,893 $8.653 $112.8 $476,172 $0 $4,982 $0 $4,982 $2,349,246 $15,253,932 2010 $10.0 $42,200 0 2,011,875 $0 $432.7 $1,825,893 $0 $112.8 $476,172 $0 $4,982 $0 $4,982 $2,349,246 $17,603,178 2011 $10.0 $42,200 0 2,011,875 $0 $432.7 $1,825,893 $0 $112.8 $476,172 $0 $4,982 $0 $4,982 $2,349,246 $19,952,425 2012 $10.0 $42,200 0 2,011,875 $0 $432.7 $1,825,893 $0 $112.8 $476,172 $0 $4,982 . $0 $4,982 $2,349,246 $22,301,671 2013 $10.0 $42,200 0 2,011,875 $0 $432.7 $1,825,893 $0 $112.8 $476,172 $0 $4,982 i. $0 $4,982 $2,349,246 $24,650,918 2014 $10.0 $42,200 0 2,011,875 $0 $432.7 $1,825,893 $0 $112.8 $476,172 $0 $4,982 $0 $4,982 $2,349,246 $27,000,164 2015 $10.0 $42,200 0 2,011,875 $0 $432.7 $1,825,893 $0 $112.8 $476,172 $0 $4,982 $0 $4,982 $2,349,246 $29,349,411 2016 $10.0 $42,200 0 2,011,875 $0 $432.7 $1,825,893 $0 $112.8 $476,172 $0 $4,982 $0 $4,982 $2,349,246 $31,698,657 2017 $10.0 $42,200 0 2,011,875 $0 $432.7 $1,825,893 $0 $112.8 $476,172 $0 $4,982 $0 $4,982 $2,349,246 $34,047,904 2018 $10.0 $42,200 0 2,011,875 $0 $432.7 $1,825,893 $0 $112.8 $476,172 $0 $4,982 $0 $4,982 $2,349,246 $36,397,150 2019 $10.0 $42,200 0 2,011,875 $0 $432.7 $1,825,893 $0 $112.8 $476,172 $0 $4,982 $0 $4,982 $2,349,246 $38,746,397 Assumptions:(L)Construction material sales tax revenue is derived from 50 percent of Building value(F)X 0.01; Note:other 50 percent of(F)is labor cost (N)Equipment sales tax revenue represents revenue related to Project Zorro's purchase of equipment for the Southlake facility. (L)thru(N)calculated on One Percent General Fund Sales Tax, Does not include One Percent allocated to'SPDC and CCPD I:\comdev\ecodev\wp-fiies\projects\prospect\zorro 1\analysis\rev7,xls 1 0 • • TABLE 2 - SERVICE COST SUMMARY Sabre Campus Headquarters Project - 04/23/99 roprietary In orrnatron of ubject to Disclosure Pursuant to Chapter 312 f the Tax Code A B C D E F G H I J K=B thru J City TOTAL Year Public Safety Public Community Economic Mngr.'s SERVICE Fire Police Support Bldg. Insp. Works Services Planning Devlpmt. Office COSTS 1999 $778 $0 $0 $48,068 $0 $0 $0 $0 $0 $48,846 2000 $12,441 $0 $0 $0 $0 $0 $0 $0 $0 $12,441 2001 $41,891 $8,392 $0 $14,881 $54,000 $0 $0 $0 $0 $119,164 2002 $46,317 $8,811 $0 $68,481 $0 $0 $0 $0 $0 ' $123,609 2003 $70,844 $9,252 $0 $18,881 $0 $0 $0 $0 $0 $98,977 2004 $87,186 $64,114 $0 $18,881 $0 $0 $0 $0 $0 $170,181 2005 $90,832 $67,320 $0 $18,881 $0 $0 $0 $0 $0 $177,033 2006 $98,038 $67,320 $0 $18,881 $0 $0 $0 $0 $0 $184,239 2007 $105,627 $67,320 $0 $0 $0 $0 $0 $0 $0 $172,947 2008 $108,720 $67,320 $0 $0 $0 $0 $0,, $0 $0 $176,040 2009 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2010 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2011 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2012 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2013 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2014 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2015 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2016 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2017 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2018 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2019 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 Assumptions: See attached divisional worksheets for specifics I:\comdev\ecodev\wp-files\projects\prospect\zorro l\analysis\mstrcost.xls 11111-- TABLE 2A - FIRE SEALS DIVISION • Sabre Campus Headquarters Project - 04/23/99 Proprietary information Not Subject to Disclosure Pursuant to Chapter /2 of the Tax Code A B C D E F G H I J K=G thru J Facilities Employment Annual Cost , On-Site Facility Sq. Feet Const. Emplys. Annual ANNUAL Year added Cumul. Empls. Added Total Equipment Personnel Other Other COST 1999 0 0 55 0 55 $0 $778 $0 $0 $778 2000 0 0 877 0 877 $0 $12,441 $0 $0 $12,441 2001 466,421 466,421 0 2,953 2,953 $0 $41,891 $0 $0 $41,891 2002 0 466,421 312 0 3,265 $0 $46,317 $0 $0 $46,317 2003 154,545 620,966 1,655 386 4,994 $0 $70,844 $0 $0 $70,844 2004 797,324 1,418,290 433 2,374 6,146 $0 $87,186 $0 $0 $87,186 2005 202,812 1,621,102 270 420 6,403 $0 $90,832 $0 $0 $90,832 2006 122,987 1,744,089 296 482 6,911 $0 $98,038 $0 $0 $98,038 2007 129,948 1,874,Q37 322 509 7,446 $0 $105,627 $0 $0 $105,627 2008 137,838 2,011,875 540 7,664 $0 $108,720 $0 $0 $108,720 2009 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 2010 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 2011 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 2012 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 2013 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 2014 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 2015 0 2,011,875 0 7.664 $0 $108,720 $0 $0 $108,720 2016 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 2017 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 2018 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 2019 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 Assumptions: (H) Assumes 333 calls/year for each 5000 employees; Average call cost is $213 (D) For 1999, assume 219 construction employees working for one quarter Employment excludes 1755 currently working at Solana and existing 400,000 SF I:\comdev\ecodev\wp-files\projects\prospect\analysis\firecost.xls I 0 TABLE 2B - POLICE ICES DIVISION • Sabre Campus Headquarters Project - 04/23/99 Proprietary Information Not Subject to Disclosure Pursuant to Chapter 312 of the Tax Code A B C D E F G H I J K=G thru J Facilities Employment Annual Cost On-Site Facility Sq. Feet Const. Emplys. ANNUAL Year added Cumul. Empls. Added Cumul. Equipment Personnel Other Other COST 1999 0 0 55 0 55 $0 $0 $0 $0 $0 2000 0 0 877 0 877 $0 $0 $0 $0 $0 2001 466,421 466,421 0 2,953 2,953 $0 $8,392 $0 $0 $8,392 2002 0 466,421 312 0 3,265 $0 $8,811 $0 $0 $8,811 2003 154,545 620,966 1,655 386 4,994 $0 $9,252 $0 $0 $9,252 2004 797,324 1,418,290 433 2,374 6,146 $0 $64,114 $0 $0 $64,114 2005 202,812 1,621,102 270 420 6,403 $0 $67,320 $0 $0 $67,320 2006 122,987 1,744,089 296 482 6,911 $0 $67,320 $0 $0 $67,320 2007 129,948 1,874,037 322 509 7,446 $0 $67,320 $0 $0 $67,320 2008 137,838 2,011,875 540 7,664 $0 $67,320 $0 $0 $67,320 2009 0 2,011,875 0 7,664 $0 $67,320 ,, $0 $0 $67,320 2010 0 2,011,875 0 7,664 $0 $67,320 $0 $0 $67,320 2011 0 2,011,875 0 7,664 $0 $67,320 $0 $0 $67,320 2012 0 2,011,875 0 7,664 $0 $67,320 $0 $0 $67,320 2013 0 2,011,875 0 7,664 $0 $67,320 $0 $0 $67,320 2014 0 2,011,875 0 .7,664 $0 $67,320 $0 $0 $67,320 2015 0 2,011 ,875 0 7,664 $0 $67,320 $0 $0 $67,320 2016 0 2,011,875 0 7,664 $0 $67,320 $0 $0 $67,320 2017 0 2,011,875 0 7,664 $0 $67,320 $0 $0 $67,320 2018 0 2,011,875 0 7,664 $0 $67,320 $0 $0 $67,320 2019 0 2,011,875 0 7,664 $0 $67,320 $0 $0 $67,320 Assumptions: Employment excludes 1755 currently working at Solana and existing 400,000 SF (H) Assumes no additional costs required during 1999 and 2000 construction period (H) Assumes 25% traffic officer 2001-2003; PSO and 50% traffic officer for 2004 on I:\comdev\ecodev\wp-files\projects\prospect\analysis\police.xls I 0 TABLE 2C -•LIC WORKS DEPARTMENT • Sabre Campus Headquarters Project - 04/23/99 Proprietary Information Not Subject to Disclosure Pursuant to Chapter 312 of the Ti'Tax Code A B C D E F G H I J K=G thru J Facilities Employment Annual Cost On-Site Facility Sq. Feet Const. Emplys. ANNUAL Year added Cumul. Empls. Added Cumul. Equipment Personnel Other Other COST 1999 0 0 55 0 55 $0 $0 $0 $0 $0 2000 0 0 877 0 877 $0 $0 $0 $0 $0 2001 466,421 466,421 0 2,953 2,953 $30,000 $19,000 $5,000 $0 $54,000 2002 0 466,421 312 0 3,265 $0 $0 $0 $0 $0 2003 154,545 620,966 1,655 386 4,994 $0 $0 $0 $0 $0 2004 797,324 1,418,290 433 2,374 6,146 $0 $0 $0 $0 $0 2005 202,812 1,621,102 270 420 6,403 $0 $0 $0 $0 $0 2006 122,987 1,744,089 296 482 6,911 $0 $0 $0 $0 $0 2007 129,948 1,874,037 322 509 7,446 $0 $0 $0 $0 $0 2008 137,838 2,011,875 540 7,664 $0 $0 $0 $0 $0 2009 0 2,011,875 0 7,664 $0 $0 ,, $0 $0 $0 2010 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2011 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2012 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2013 0 2,011 ,875 0 7,664 $0 $0 $0 $0 $0 2014 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2015 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2016 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2017 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2018 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2019 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 Assumptions: Employment excludes 1755 currently working at Solana and existing 400,000 SF (G-I) Assumes hiring a new employee and dedicating at half year; only water work in year 1; no further public infrastructure for out years that cannot be handled with regular staff I:\comdev\ecodev\wp-files\projects\prospect\analysis\pubwrks.xls I .--- TABLE 2D - BUILDING ECTIONS DIVISION Sabre Campus Headquarters Project - 04/23/99 Proprietary Information Not Subject to Disclosure Pursuant to Chapter 312 of the lax Code A B C D E F G H I J K=G thru J Facilities Employment Annual Cost On-Site Facility Sq. Feet Const. Emplys. ANNUAL Year added Cumul. Empls. Added Cumul. Equipment Personnel Plan Review Other COST 1999 0 0 55 0 55 $0 $0 $48,068 $0 $48,068 2000 0 0 877 0 877 $0 $0 $0 $0 $0 2001 466,421 466,421 0 2,953 2,953 $0 $0 $14,881 $0 $14,881 2002 0 466,421 312 0 3,265 $0 $0 $68,481 $0* $68,481 2003 154,545 620,966 1,655 386 4,994 $0 $0 $18,881 $0 $18,881 2004 797,324 1,418,290 433 2,374 6,146 $0 $0 $18,881 $0 $18,881 2005 202,812 1,621,102 270 420 6,403 $0 $0 $18,881 $0 $18,881 2006 122,987 1,744,089 296 482 6,911 $0 $0 $18,881 $0 $18,881 2007 129,948 1,874,037 322 509 7,446 $0 $0 $0 $0 $0 2008 137,838 2,011 ,875 540 7,664 $0 $0 ;, $0 $0 $0 2009 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2010 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2011 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2012 0 2,011 ,875 0 7,664 $0 $0 $0 $0 $0 2013 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2014 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2015 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2016 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2017 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2018 0 2,011 ,875 0 7,664 $0 $0 $0 $0 $0 2019 0 2,011 ,875 0 7,664 $0 $0 $0 $0 $0 Assumptions: Employment excludes 1755 currently working at Solana and existing 400,000 SF (I) Assumes costs associated with external review of plans; plans reviewed two years prior to occupancy I:\comdev\ecodev\wp-files\projects\prospect\analysis\bldg-in.xls 7 > 4-t o 0 00,73 3 N) N) N N N N) N N N) N N) N N N N N N N N) N -1- > Q -p O O O O O O O O O O O O O O O O O O O O CO a) y t < . --k -1 -1 - --I -- - - C) CD CD C) z it 0 co 07 01 W N O coDD OD CI1 CO N O CD -Q D n D 0 m --- < • a- N N CO 1 '* CD p p N {� C O, -Poo cn CO m3 7 ' ' O CD r-s.CO EA -EA EA EA EA EA -En -En ff3 EA EA EA -En EA EA E C) -En EA EA fl EA Co "4.p T.) 0) 0 EH 0 0 O O O O O O O O O O O O O O O O O O O 0 W OD w 01 C.9'z 73 000 as° v M o ° O Cl) 1a, s N o 0 0 (D n m""O ; --i TS N_ N -I rip C) > a O O .* Efl EA to EA to to to to to to to EA to to to to EA to to to EA -% K.)w a) W O o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 CD p .. r m rr � -.,D M �i -• C-.,' C-),, EA EA tD C W (I O N (D co co LI) 0 x = Z (D v m C to to 0E0EAEAEAEAEAEAEAEAEAEAE0 o EAb9Efo o to -i n a) 71 • ,\, - -000CD000000000000000000 0 a D v °' C C C�,� N CS C �TT (� 0 '"'1 74. 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CO (o 0 0 o a o 0 0 0 0 0 0 CNN a E m N V (N O Q co N. � N o y c_ v In M co o) C ao ao m .� ° .. L 3 'c L CO LL (O V' N. N N O N- '" N co 0 .—r) ,_4. _ a .�-- of O .-- r o ",� n O ro 0 m C4 0 N (D H a O N co Ct to co r- CO (0O N el a to CD r. co O) a ry -c• o D1 0 0 0 0 0 0 0 0 0 0 _IQ E a.u Q � o) o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 E •-- N (N N N N N N N N N N N N N N N N N N N F 0 as } 0a I 0 1110 • TABLE 5 - UNADJUSTED REVENUES/COSTS Sabre Campus Headquarters Project - 04/23/99 Proprietary Information Not Subject to Disclosure Pursuant to Chapter 12 of the Tax Code A B C D E F G=B thru F H I J=H+I K=G-J L REVENUES COSTS Personal Year Real Property Development TOTAL TOTAL REV/COST DIFFERENCE Land Tax Sales Tax Property Tax Tax Fees REVENUE Infras, Service COSTS Annual Cumui. 1999 $0 $0 $0 $0 $876,949 $876,949 $0 $48,846 $48,846 $828,103 $828,103 2000 $42,200 $520,735 $0 $0 $0 $562,935 $168,000 $12,441 $180,441 $382,494 $1,210,597 2001 $42,200 $266,995 $0 $0 $1,080 $310,275 $5,000 $119,164 $124,164 $186,111 $1,396,708 2002 $42,200 $127,864 $439,500 $104,648 $285,708 $999,920 $0 $123,609 $123,609 $876,311 $2,273,019 2003 $42,200 $874,705 $485,920 $117,308 $1,231,483 $2,751,616 $0 $98,977 $98,977 $2,652,639 $4,925,658 2004 $42,200 $591,685 $571,118 $140,340 $354,745 $1,700,088 $168,000 $170,181 $338,181 $1,361,907 $6,287,565 2005 $42,200 $237,582 $1,268,279 $325,995 $237,103 $2,111,159 $0 $177,033 $177,033 $1,934,126 $8,221,691 2006 $42,200 $214,254 $1,451,013 $375,158 $247,406 $2,330,031 $0 $184,239 $184,239 $2,145,792 $10,367,483 2007 $42,200 $232,879 $1,565,088 $406,112 $257,996 $2,504,275 $0 $172,947 $172,947 $2,331,328 $12,698,811 2008 $42,200 $78,096 $1,689,954 $439,656 $0 $2,249,906 $0 $176,040 $176,040 $2,073,866 $14,772,677 2009 $42,200 $4,982 $1,825,893 $476,172 $0 $2,349,247 $0 $176,040 $176,040 $2,173,207 $16,945,884 2010 $42,200 $4,982 $1,825,893 $476,172 $0 $2,349,247 $0 $176,040 $176,040 $2,173,207 $19,119,091 2011 $42,200 $4,982 $1,825,893 $476,172 $0 $2,349,247 $0 $176,040 $176,040 $2,173,207 $21,292,298 2012 $42,200 $4,982 $1,825,893 $476,172 $0 $2,349,247 $0 $176,040 $176,040 $2,173,207 $23,465,505 2013 $42,200 $4,982 $1,825,893 $476,172 $0 $2,349,247 $0 $176,040 $176,040 $2,173,207 $25,638,712 2014 $42,200 $4,982 $1,825,893 $476,172 $0 $2,349,247 $0 $176,040 $176,040 $2,173,207 $27,811,919 2015 $42,200 $4,982 $1,825,893 $476,172 $0 $2,349,247 $0 $176,040 $176,040 $2,173,207 $29,985,126 2016 $42,200 $4,982 $1,825,893 $476,172 $0 $2,349,247 $0 $176,040 $176,040 $2,173,207 $32,158,333 2017 $42,200 $4,982 $1,825,893 $476,172 $0 $2,349,247 $0 $176,040 $176,040 $2,173,207 $34,331,540 2018 $42,200 $4,982 $1,825,893 $476,172 $0 $2,349,247 $0 $176,040 $176,040 $2,173,207 $36,504,747 2019 $42,200 $4,982 $1,825,893 $476,172 $0 $2,349,247 $0 $176,040 $176,040 $2,173,207 $38,677,954 Assumptions: Consolidation of information from Tables 1, 2, 3 and 4 I:\comdev\ecodev\wp-files\projects\prospect\zorrol\analysis\profit5.xis I • 11110 • • TABLE 6-ADJUSTED TAX REVENUES Proprietary Information Not Subject to Sabre Campus Headquarters Project-04/23/99 Disclosure Pursuant to Chapter 12 of the Tax Code A B C D E F G H I J K L M N 0 P O=Px 50 R S T=(P-0)+R+S U=C+J+O+T V Land Building Real Property Personal Property Value Abated Taxable Adjusted Value Abated Taxable Adjusted Sales-1% TOTAL TAX REVENUE Year Value' Tax Rev Sq.Feet Added Cumul. Value Value Tax Rev. Added Cumul. Value Value Tax Rev. Refunded Facility Adjusted Annual (Mil.5) 0.422/5100 Added Cumul (Mil.5) (Mil S) (Mil.$) (Mil.5) 0 422/$100 (Mil 5) (Mil.5) (Mil S) (Mil 5) 0 422/$100 Constr Value Ops Eqpmt. Total Addition Cumul. 1999 $0.0 SO 0 0 S0 S0 $0 SO $0 SO $0 SO $0 $0 $0 $0 SO $0 SO $0 SO 2000 S0.0 $42,200 0 0 $0 $0 SO $0 SO SO $0 SO $0 $0 $520,735 $260,368 $0 $0 $260,368 $302,568 $302.568 2001 $10.0 $42,200 466,421 466,421 SO SO $0 SO SO S0 $0 $0 $0 $0 $55,000 $27,500 $1,919 $210,076 $239,495 $281,695 5584,263 2002 510.0 $42,200 0 466,421 $104.147 $104.1 $93.7 S10.4 $43.950 $24 798 $24.8 $22 3 $2.5 $10,465 5100,945 $50,473 $1,919 $25,000 S77,392 $174,006 $758,269 2003 $10 0 $42,200 154,545 620,966 St 1 000 5115.1 $103.6 $11.5 $48.592 $3 000 $27.8 525 0 $2.8 S11,731 $826.020 $413,010 $2,170 $46,515 $461 695 S564,218 51,322,487 2004 $10.0 $42,200 797,324 1,418,290 $20.189 S135.3 S121.8 $13.5 $57,112 $5 458 $33.3 $29 9 $3.3 $14,034 $216,510 $108,255 $3,713 $371,462 $483,430 5596 776 51,919,262 2005 $10.0 $42,200 202.812 1,621,102 $165.204 $300.5 $270.5 $30.1 $126,828 $43.994 $77.3 $69 5 57,7 $32,600 $135,160 $67,580 $3,986 $98,436 5170.002 S371,629 $2.290,892 2006 $10.0 S42,200 122,987 1,744,089 S43.302 $343.8 $309.5 $34 4 $145.101 $11.650 $88.9 $80 0 $8.9 $37,516 $147,945 $73,973 $4,300 S62,009 5140,282 $365,099 $2,655,990 2007 S100 542,200 129,948 1,874,037 S27.032 5370.9 $333.8 5371 5156,509 $7.335 $96.2 $866 $9.6 $40,611 $161,065 S80,533 $4.631 $67,183 $152,347 $391,666 53,047,657 2008 $10.0 S42,200 137,838 2,011,875 $29.589 $400.5 5360.4 $40 0 $168,995 $7 949 $104.2 $93.8 $10.4 $43.966 SO S0 $4,982 $73,114 $78,096 $333,257 S3,380,914 2009 S10 0 S42,200 0 2.011,875 $32.213 $432.7 $389.4 $43 3 5182,589 $8 653 $112.8 S101 6 $11.3 $47.617 SO SO $4.982 SO $4,982 $277,388 S3,658,302 2010 S10 0 $42.200 0 2.011,875 SO S432 7 S389.4 $43 3 $182.589 SO $112.8 $101 5 S11 3 S47,617 SO $0 $4.982 $0 $4,982 5277,388 53.935,691 2011 $10 0 $42,200 0 2,011,875 $0 5432.7 5389 4 $43 3 5182,589 SO $112.8 $101 6 $11 3 S47,617 $0 S0 $4 982 SO $4,982 $277,388 $4,213,079 2012 $10.0 542,200 0 2,011,875 So $432.7 $328.5 $104.1 S439,500 SO $112.8 $88 0 $24.8 $104,648 $0 '' $0 54,982 $0 •$4,982 5591,330 $4,804,409 2013 $10.0 $42,200 0 2,011,875 $0 $432.7 $317.5 $115.1 $485,920 SO $112.8 $850 $27.8 $117,308 S0 $0 $4,982 $0 $4,982 $650,410 $5.454,819 2014 $10.0 $42,200 0 2,011,875 $0 $432.7 $297.3 $135.3 $571,118 S0 $112.8 $79.6 $33.3 $140,340 S0 $0 $4,982 $0 $4,982 $758,640 $6,213,459' 4,411 2015 $10.0 542,200 0 2,011,875 $0 $432.7 ..$132.1 $300.5 $1,268,279 50 $112.8 $35.6 $77.3 $325,995 SO $0 $4,982 $0 $4,982 $1,641,456 $78549 5 2016 $10.0 $42,200 0 2,011,875 $0 $432.7 $88.8 $343.8 $1,451,013 $0 $112.8 523.9 $88.9 $375,158 $0 $0 $4982 $0 $4,982 $1,873,353 $97282V 2017 $10.0 $42,200 0 2,011,875 $0 $432.7,; $61.8 $370.9 $1,565,088 SO $112.8 $16 6 $96.2 $406,112 -$0 $0 $4,982' $0 $4,982 $2,018,382 $11 7461 2018 $10.0 $42,200 0 2,011,875 $0 $432.7 $32.2 $400.5 $1,669,954 SO $112.8 $8.7 $104.2 $439,656 SO $0 $4,982 ' $0 $4,982 S2.176,792 S13,923,443_ 2019 $10 0 542,200 0 2,011.875 $0 $432.7 $0.0 $432.7 $1,825.893 S0 $112.8 $0.0 $112.8 $476,172 SO S0 $4,982 $0 $4,982 $2,349,247 $16,272,690 Assumptions For each new program year.a separate 10 year tax abatement is adopted First 10 year abatement awarded in 2002,in 2012 city starts receiving 100%property tax revenue for 2002 building (F)thru(J):assumes 90%abatement on Real Property for 10 years for each program year;(K)thru(0)assumes 90%abatement on Personal Property for 10 years for each program year Does not include any sales tax revenues from Project Zorro's products or services produced. (0)represents refund of 50 percent of 1 percent General Fund sales tax revenue on construction/building materials;administered through Chapter 380 agreement. I\comdev\ecodev\wp-file=_\projects\prospect\zorrol\analysis\adj-rev3.xls • 411111 TABLE 7 - ADJUSTED oNUES/COSTS • Sabre Campus Headquarters Project - 04/23/99 Proprietary Information Not Subject to Disclosure Pursuant to Chapter 12 of the Tax Code A B C D E F G=B thru F H I J=H+I K=G-J L REVENUES COSTS Year Real Personal Development TOTAL TOTAL REV/COST DIFFERENCE Land Tax Sales Tax Property Tax Property Tax Fees REVENUE Infra. Service COSTS Annual Cumul. 1999 $0 $0 $0 $0 $876,949 $876,949 $0 $48,846 $48,846 $828,103 $828,103 2000 $42,200 $260,368 $0 $0 $0 $302,568 $168,000 $12,441 $180,441 $122,127 $950,230 2001 $42,200 $239,495 $0 $0 $1,080 $282,775 $5,000 $119,164 $124,164 $158,611 $1,108,841 2002 $42,200 $77,392 $43,950 $10,465 $285,708 $459,715 $0 $123,609 $123,609 $336,106 $1,444,947 2003 $42,200 $461,695 $48,592 $11,731 $1,231,483 $1,795,701 $0 $98,977 $98,977 $1,696,7.24 $3,141,671 2004 $42,200 $483,430 $57,112 $14,034 $354,745 $951,521 $168,000 $170,181 $338,181 $613,340 $3,755,011 2005 $42,200 $170,002 $126,828 $32,600 $237,103 $608,733 $0 $177,033 $177,033 $431,700 $4,186,711 2006 $42,200 $140,282 $145,101 $37,516 $247,406 $612,505 $0 $184,239 $184,239 $428,266 $4,614,977 2007 $42,200 $152,347 $156,509 $40,611 $257,996 $649,663 $0 $172,947 $172,947 $476,716 $5,091,693 2008 $42,200 $78,096 $168,995 $43,966 $0 $333,257 $0 $176,040 $176,040 $157,217 $5,248,910 2009 $42,200 $4,982 $182,589 $47,617 $0 $277,388 $0 $176,040 $176,040 $101,348 $5,350,258 2010 $42,200 $4,982 $182,589 $47,617 $0 $277,388 $0 $176,040 $176,040 $101,348 $5,451,606 2011 $42,200 $4,982 $182,589 $47,617 $0 $277,388 $0 $176,040 $176,040 $101,348 $5,552,954 2012 $42,200 $4,982 $439,500 $104,648 $0 $591,330 $0 $176,040 $176,040 $415,290 $5,968,244 2013 $42,200 $4,982 $485,920 $117,308 $0 $650,410 $0 $176,040 $176,040 $474,370 $6,442,614 2014 $42,200 $4,982 $571,118 $140,340 $0 $758,640 $0 $176,040 $176,040 $582,600 $7,025,214 2015 $42,200 $4,982 $1,268,279 $325,995 $0 $1,641,456 $0 $176,040 $176,040 $1,465,416 $8,490,630 2016 $42,200 $4,982 $1,451,013 $375,158 $0 $1,873,353 $0 $176,040 $176,040 $1,697,313 $10,187,943 2017 $42,200 $4,982 $1,565,088 $406,112 $0 $2,018,382 $0 $176,040 $176,040 $1,842,342 $12,030,285 2018 $42,200 $4,982 $1,689,954 $439,656 $0 $2,176,792 $0 $176,040 $176,040 $2,000,752 $14,031,037 2019 $42,200 $4,982 $1,825,893 $476,172 $0 $2,349,247 $0 $176,040 $176,040 $2,173,207 $16,204,244 Assumptions: includes 10 year real and personal property tax abatement at 90 percent for each program year, and 50 percent refund of the 1 percent General Fund Sales Tax on construction/building materials Consolidation of information from Tables 2, 3, 4 and 6 I:\comdev\ecodev\wp-files\projects\prospect\zorro1\analysis\rev-cost4.xls S Sabre Campus Headquarters Project Financial Analysis Summary of Assumptions April 23, 1999 1. (Tables 1, 5, 6 & 7) Construction Material Sales Tax Revenue is calculated based on Fifty (50) Percent of the Building Value times One (1) Percent for General Fund Sales Tax: Other Fifty (50) Percent of Building Value is allocated for Labor cost. 2. (Tables 1. 5, 6 & 7) Equipment sales tax revenue relates to the Sabre's purchase of equipment for the new Southlake facility. Ninety (90) percent of the computers and voice date equipment and eighty (80) percent of the furniture purchased for the Southlake facility will be subject to Southlake sales tax. 3. (Tables 1, 5, 6 & 7) Revenue for SPDC and CCPD half cent ($0.5) sales tax is not included in this analysis. 4. (Tables 2 & 2A) Based on latest full-year actuals, average cost for a Fire Services call is $213; 333 calls were made to serve the Solana complex with assumed 5,000 employees. 5. (Tables 2, 2A, 2B, 2C, 2D & 5) For 1999, assume construction will begin in third calendar quarter with one-fourth of year 2000 on-site construction employees. 6. (Table 4) Building Inspection (plan review), Impact and Engineering fees are paid at time of permitting. Planning (zoning, platting, etc.) fees are paid two years prior to occupancy. 7. (Tables 6 & 7) For each phase, a separate 10-year tax abatement program will be adopted. Each phase commences January 1 of the year following occupancy. As an example, first occupancy will occur in 2001 with tax abatement program beginning in 2002 and city begins collecting full property revenue for this phase in 2012. 8. (Tables 6 & 7) Tax abatement program will include real property and personal property (FF&E). 9. (Tables 1, 5, 6 & 7) Analysis does not include any sales tax revenues from products or service's produced by Sabre. 10. (Tables 6 & 7) Analysis assumes a Fifty (50) percent refund of the General Fund Sales Tax revenues collected on Construction/Building materials. • L:\comdev\ecodev\wp-files\projects\prospect\zorro 1\analysis\assumptions.doc CARROLL INDEPENDENT SCHOOL DISTRICT ADMINISTRATION ANNEX • 3051 DOVE RD. • GRAPEVINE. TEXAS 76051 (817) 416-1420 • METRO (817) 424-9113 • FAX (817) 251-6622 ' S0G v y 4?QUO `91;6 April 23, 1999 HEART'd the GOLDEN TRIANGLE City of Southlake ATTN: Greg Last Director of Economic Development 667 N. Carroll Ave. Southlake, TX 76092 Dear Mr. Last, As Superintendent of the Carroll Independent School District, I support the city's efforts to encourage The Sabre Group to relocate to Southlake, Texas. The financial benefits of this type of development would allow C.I.S.D. more flexibility to address the facility needs of our students. As you know, there is pressure on behalf of the community to build additional schools. The increase in the school district's tax base generated by this development would make the growth more manageable. . The relocation of The Sabre Group would accelerate the impending movement of Carroll I.S.D. into Chapter 41 status as a Robinhood district. This will require the school district to pay the recaptured funds to the State of Texas. However, a significant financial benefit still exists because it would allow the district to retain a portion of its tax rate related to the debt service. This diversification of the tax base protects the district from economic factors that can affect one segment of the economy. Historically, the tax base has been residential real estate. The change would allow Carroll I.S.D. to plan for the future with greater confidence. Finally, the benefits of a quality company relocating to Southlake reaches far beyond economic factors. C.I.S.D. welcomes the opportunity to develop new corporate partnerships as the district administrator's work with leaders in industry to strengthen the curriculum at the elementary and secondary levels. I applaud the efforts of city officials to attract quality commercial development to this area and believe the relocation of The Sabre Group to Southlake is a win-win situation for the city and the school district. Sincerely, Ted Gillum Ed.D. Superintendent Enclosure CC: Curtis Hawk S Gary Fawks C:lmydocljohnicitywppottwordilab RED APR 2 3199 7 s�o DR •sU• co ��Se� W • Carroll Independent School District Preliminary evaluation of impact of project"Zorro" Land Real Property Personal Property Cumulative Revenue Year Value Value Added Value Added Value Added Value Debt Service M&O Total Note 1 Note 2 $ 0.3100 $ 1.4300 1999 $0 $0 $0 $0 $0 $ $ - $ - 2000 $10,000,000 $0 $0 $10,000,000 $10,000,000 $ 31,000 $ 143,000 $ 174,000 2001 $0 $0 $0 $0 $10,000,000 $ 31,000 $ - $ 31,000 2002 $0 $104,147,000 $24,798,000 $128,945,000 $138,945,000 $ 430,730 $ 1,843,914 $ 2,274,643 2003 $0 $11,000,000 $3,000,000 $14,000,000 $152,945,000 $ 474,130 $ 200,200 $ 674,330 2004 $0 $20,189,000 $5,458,000 $25,647,000 S178,592,000 $ 553,635 $ 366,752 $ 920,387 2005 $0 $165,204,000 $43,994,000 $209,198,000 $387,790,000 $ 1,202,149 $ 2,991,531 $ 4,193,680 2006 $0 $43,302,000 $11,650,000 $54,952,000 $442,742,000 $ 1,372,500 $ 785,814 $ 2,158,314 2007 $0 $27,032,000 $7,335,000 $34,367,000 $477,109,000 $ 1,479,038 $ 491,448 $ 1,970,486 2008 $0 $29,589,000 $7,949,000 $37,538,000 $514,647,000 $ 1,595,406 $ 536,793 $ 2,132,199 2009 $0 $32,213,000., $8,653,000 $40,866,000 $555,513,000 $ 1,722,090 $ 584,384 $ 2,306,474 2010 $0 $0 $0 $0 $555,513,000 $ 1,722,090 $ - $ 1,722,090 2011 $0 $0 $0 $0 $555,513,000 $ 1,722,090 $ - $ 1,722,090 2012 $0 $0 $0 $0 $555,513,000 $ 1,722,090 $ - $ '1,722,090 2013 $0 $0 $0 $0 $555,513,000 $ 1,722,090 $ - $ 1,722,090 2014 $0 $0 $0 $0 $555,513,000 $ 1,722,090 $ - $ 1,722,090 2015 $0 $0 $0 $0 $555,513,000 $ 1,722,090 $ - $ 1,722,090 2016 $0 $0 $0 $0 $555,513,000 $ 1,722,090 $ - $ 1,722,090 2017 $0 $0 $0 $0 $555,513,000 $ 1,722,090 $ $ 1,722,090 2018 $0 $0 $0 $0 $555,513,000 $ 1,722,090 $ $ 1,722,090 2019 $0 $0 $0 $0 $555,513,000 $ 1,722,090 $ - $ 1,722,090 $ 26,112,580 $ 7,943,836 $ 34,056,416 General Assumptions: A. Project"Zorro"is not included within the boundaries of the TIFZ. Accordingly,CISD cannot utilize the TIFZ mechanism to shield revenues from Robinhood. B. The model assumes continuation of the current CISD tax rate of$1.74 per$100 of taxable assessed valuation(TAV),with a constant split between"Debt Service"and"Maintenance and Operations"of$.31 and$1.43 per$100 of TAV. C. Project"Zorro"will probably accelerate CISD's entrance into Chapter 41 status(wealthy district status)in the year 2000-2001. D. Values upon which this model is based(land,real property values and personal properties values)were provided by the City of Southlake. They have not been reviewed nor audited by CISD staff. . Note 1: CISD will receive revenue related to the debt service assessment regardless of the status of the District as a Chapter 41 (wealthy)school district. Note 2: Assuming CISD is a Chapter 41 (wealthy)district,we will receive maintenance and operations revenue only in the initial year that the property is included in the TAV's of the District(Value added column). Subsequent to that period,virtually all of the funds generated by these properties will be returned to the state under the existing Robinhood plan. 1 0 TABLE 8 -CA LL ISD TAX REVENUE • Proprietary Information Not Subject to Sabre Campus Headquarters Project- 04/23/99 Disclosure Pursuant to Chapter 12 of the Tax Code A B C D E F G H I J K L=C+H+K M Land Building Real Property Personal Property Value Value TOTAL REVENUE Year Value Tax Rev. Sq. Feet Added Cumul. Tax Rev. Added Cumul. Tax Rev. Annual (Mil. $) 1.74/$100 Added Cumul. (Mil. $) (Mil. $) 1.74/$100 (Mil. $) (Mil. $) 1.74/$100 Addition Cumul. 1999 $0.0 $0 0 0 $0 $0 $0 $0 $0 $0 $0 $0 2000 $10.0 $174,000 0 0 $0 $0 $0 $0 $0 $0 $174,000 $174,000 2001 $10.0 $174,000 466,421 466,421 $0 $0 $0 $0 $0 $0 $174,000 $348,000 2002 $10.0 $174,000 0 466;421 $104.147 $104.1 $1,812,158 $24.798 $24.8 $431,485 $2,417,643 $2,765,643 2003 $10.0 $174,000 154,545 620,966 $11.000 $115.1 $2,003,558 $3.000 $27.8 $483,685. $2,661,243 $5,426,886 2004 $10.0 $174,000 797,324 1,418,290 $20.189 $135.3 $2,354,846 $5.458 $33.3 $578,654 $3,107,501 $8,534,387 2005 $10.0 $174,000 202,812 1,621,102 $165.204 $300.5 $5,229,396 $43.994 $77.3 $1,344,150 $6,747,546 $15,281,933 2006 $10.0 $174,000 122,987 1,744,089 $43.302 $343.8 $5,982,851 $11.650 $88.9 $1,546,860 $7,703,711 $22,985,644 2007 $10.0 $174,000 129,948 1,874,037 $27.032 $370.9 $6,453,208 $7.335 $96.2 $1,674,489 $8,301,697 $31,287,340 2008 $10.0 .$174,000 137,838 2,011,875 $29.589 $400.5 $6,968,056 $7.949 $104.2 $1,812,802 $8,954,858 $40,242,198 2009 $10.0 $174,000 0 2,011,875 $32.213 $432.7 $7,528,562 $8.653 $112.8 $1,963,364 $9,665,926 $49,908,124 2010 $10.0 $174,000 0 2,011,875 $0 $432.7 $7,528,562 $0 $112.8 $1,963,364 $9,665,926 $59,574,050 2011 $10.0 $174,000 0 2,011,875 $0 $432.7 $7,528,562 $0 $112.8 $1,963,364 $9,665,926 $69,239,977 2012 $10.0 $174,000 0 2,011,875 $0 $432.7 $7,528,562 $0 $112.8 $1,963,364 $9,665,926 $78,905,903 2013 $10.0 $174,000 0 2,011,875 $0 $432.7 $7,528,562 $0 $112.8 $1,963,364 $9,665,926 $88,571,829 2014 $10.0 $174,000 0 2,011,875 $0 $432.7 $7,528,562 $0 $112.8 $1,963,364 $9,665,926 $98,237,755 2015 $10.0 $174,000 0 2,011,875 $0 $432.7 $7,528,562 $0 $112.8 $1,963,354 $9,665,926 $107,903,681 2016 $10.0 $174,000 0 2,011,875 $0 $432.7 $7,528,562 $0 $112.8 $1,963,364 $9,665,926 $117,569,608 2017 $10.0 $174,000 0 2,011,875 $0 $432.7 $7,528,562 $0 $112.8 $1,963,364 $9,665,926 $127,235,534 2018 $10.0 $174,000 0 2,011,875 $0 $432.7 $7,528,562 $0 $112.8 $1,963,364 $9,665,926 $136,901,460 2019 $10.0 $174,000 0 2,011,875 $0 $432.7 $7,528,562 $0 $112.8 $1,963,364 $9,665,926 $146,567,386 I:\comdev\ecodev\wp-files\projects\prospect\zorrol\analysis\cisd.xls • RESOLUTION NO. 99-26 A RESOLUTION OF THE CITY OF SOUTHLAKE, TEXAS, ADOPTING A TAX ABATEMENT POLICY; ESTABLISHING GUIDELINES AND CRITERIA FOR TAX ABATEMENT AGREEMENTS; ELECTING TO BECOME ELIGIBLE TO PARTICIPATE IN TAX ABATEMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the future economic viability of the City of Southlake depends on the ability to attract new investments through the location of new businesses and the expansion and modernization of existing businesses; and WHEREAS, the City Council has determined that the creation and retention of job opportunities that result from new economic development is in the best interest of the City of Southlake; and WHEREAS, the establishment of economic development incentives such as tax abatements may encourage enhancement of the local economy; and WHEREAS, the City Council wishes to adopt guidelines and criteria governing tax abatement agreements; and • WHEREAS, the guidelines and criteria adopted herein authorize tax abatement for both new facilities and structures and for the expansion or modernization of existing facilities and structures. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, THAT: SECTION 1. The City Council does hereby adopt a Tax Abatement Policy, attached hereto as Exhibit "A" and incorporated herein for all purposes. This Tax Abatement Policy shall govern all tax abatement matters considered by the City from and after the date of this Resolution, until said policy expires or is repealed or amended as provided by law. SECTION 2. The Tax Abatement Policyis effective for two (2) years from the date of adoption. During that period, the Tax Abatement Policy may be amended or repealed only by a vote of 3/4 of the members of the City Council. Said Tax Abatement Policy is intended as a guide for use in developing tax abatement programs and agreements under the provisions of Chapter 312 of the Texas Tax Code. • L:\COMDEV\ECODEV\WP-FILES\PROJECTS\PROSPECT\ZORRO1\RES-ORD\99-26_01.WPD(04-22-99) Page 1 • SECTION 3. The City of Southlake hereby elects to become eligible to participate in tax abatement. SECTION 4. The adoption of the Tax Abatement Policy and the City's election to become eligible to participate in tax abatement as provided herein shall not be construed to require the City of Southlake to approve any proposed tax abatement agreement which meets the requirements of the policy. Tax abatements shall be reviewed on a case by case basis and shall be granted only where the City Council determines in its sole discretion that the tax abatement is in the best interest of the citizens of Southlake. SECTION 5. This Resolution shall become effective upon passage. PASSED AND APPROVED this the day of , 1999. • Rick Stacy, Mayor ATTEST: Sandy LeGrand, City Secretary • L:\COMDEV\ECODEV\WP-FILES\PROJECTS\PROSPECT\ZORRO1\RES-ORD\99-26_01.WPD(04-22-99) Page 2 • EXHIBIT A TAX ABATEMENT POLICY • L:\COMDEV\ECODEV\WP-FILES\PROJECTS\PROSPECT\ZORRO1\RES-ORD\99-26_01.WPD(04-22-99) Page 3 • City of Southlake, Texas Tax Abatement Policy Draft: April 23, 1999 General Purpose and Objectives The City of Southlake, Texas, is committed to the promotion and retention of high quality development in all parts of the City; and to an on-going improvement in the quality of life for its citizens. Insofar as these objectives are generally served by the enhancement and expansion of the local economy, the City of Southlake will, on a case-by-case basis, give consideration to providing tax abatements as stimulation for economic development in Southlake. It is the policy of the City of Southlake that said consideration will be provided in accordance with the criteria outlined in this document. Nothing herein shall imply or suggest that the City of Southlake is under any obligation to provide tax abatement to any applicant. All applicants shall by considered on a case-by-case basis. III Applicability This tax abatement policy establishes guidelines and criteria for tax abatement programs and agreements under the provisions of Chapter 312 of the Texas Tax Code. Abatement Criteria Any consideration for a tax abatement shall be reviewed by the City of Southlake City Council. The review process will examine the "value added" terms of the project. Considerations by the City Council shall be for new construction, whether it is a new facility or an expansion of an existing building. Specific considerations will include the degree to which the individual project furthers the goals and objectives of the community, as well as the relative impact of the project, including costs to 0 the City for providing services. S Value and Term of Abatement. Abatement shall be granted effective with the execution of the agreement. The amount of the abatement will be determined based on the merits of the project, including, but not limited to, total capital investment, added employment, and average annual salary. Abatement will be granted for a maximum of ten years. Abatement may be granted only for the additional value of eligible property improvements made subsequent to and listed in a tax abatement agreement. For new businesses, the project must be reasonably expected to produce a minimum added value of Ten Million Dollars ($10,000,000) in real and personal property improvements within the City of Southlake, and create a minimum of 1,000 full-time jobs, with an average annual salary of $50,000. For expansion or modernization of existing businesses, the project must be reasonably expected • to produce a minimum added value of Five Million Dollars ($5,000,000) in real and personal property improvements within the City of Southlake, and create a minimum of 500 new full time jobs with an average annual salary of$50,000. Consideration will also be given for direct sales tax that is generated by the applicant. Recapture If the terms of the tax abatement agreement are not met, the City Council has the right to cancel or amend the abatement agreement. In the event of cancellation, the recapture of abated taxes shall be limited to the year(s) in which the default occurred or continued. Inspection and Financial Verification The terms of the agreement shall include the City of Southlake's right to (1) review and verify • the applicant's financial statements in each year during the life of the agreement prior to granting a tax abatement in any given year, and (2) conduct an on-site inspection of the project in each • year during the life of the abatement to verify compliance with the terms of the tax abatement agreement. Evaluation Upon completion of the construction of the facilities, the City shall no less than annually evaluate each project receiving abatement to insure compliance with the terms of the agreement. Any incidents of non-compliance will be reported to all affected taxing units. Severability and Limitation In the event that any section, clause, sentence, paragraph or any part of this Tax Abatement Policy shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid, such invalidity shall not affect, impair, or invalidate the remainder of the guidelines and criteria • in this Tax Abatement Policy. Expiration and Modification This Tax Abatement Policy is effective upon the date of its adoption and will remain in force for two years, at which time all reinvestment zones and tax abatement contracts created pursuant to its provisions will be reviewed by the City Council to determine whether the goals of the abatement program have been achieved. Based upon that review, the Tax Abatement Policy may be modified, renewed or eliminated. Prior to the date for review, as defined above, the Tax Abatement Policy may be modified by a three fourths vote of the City Council, as provided for in Chapter 312 of the Texas Tax Code. 1110 ORDINANCE NO. 744 • AN ORDINANCE DESIGNATING REINVESTMENT ZONE NUMBER TWO IN THE CITY OF SOUTH LAKE, TEXAS, PURSUANT TO CHAPTER 312 OF THE TEXAS TAX CODE; ESTABLISHING THE BOUNDARIES THEREOF AND OTHER MATTERS RELATING THERETO; PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Southlake, Texas (the "City"), desires to promote the development or redevelopment of a certain contiguous geographic area within its jurisdiction by the creation of a reinvestment zone for commercial-industrial tax abatement, as authorized by Chapter 312, of the Texas Tax Code (the "Act"); and WHEREAS, the City Council, by resolution has established certain guidelines and criteria governing tax abatement agreements and indicated the desire of the City of Southlake to participate in tax abatement; and WHEREAS, on May 4, 1999, the City held a public hearing on the proposed designation of the reinvestment zone, after publishing notice of such public hearing and giving written notice to all taxing units overlapping the territory inside the proposed reinvestment zone as required by Chapter 312; and WHEREAS, the City Council finds that the area within the reinvestment zone created under this ordinance is reasonably likely as a result of the designation of the reinvestment zone to contribute to the retention or expansion of primary employment or to attract major investment in the zone that would be a benefit to the property and that would contribute to the economic development of the city; and WHEREAS, the City Council further finds that the reinvestment zone created • hereunder otherwise meets the criteria of Section 312.202 of the Texas Tax Code and is eligible for commercial-industrial tax abatement as provided in Chapter 312 of the Texas L:\CCMDEV\ECODEV\WP-FILES\PROJECTS\PROSPECT\ZORROI\RES-ORD\ORD744_I.WPD(04-22-99) Page 1 Tax Code; and • WHEREAS, the City Council finds that improvements proposed to be made within the reinvestment zone are feasible and practical and would be a benefit to the land within the zone and to the city after the expiration of tax abatement agreements and that the creation of the reinvestment zone for commercial-industrial tax abatement will result in benefits to the City. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: SECTION 1. The facts and recitations contained in the preamble of this ordinance are hereby found and declared to be true and correct. 411 SECTION 2. The area described in Exhibit "A" attached hereto and incorporated herein is hereby designated as City of Southlake Reinvestment Zone No. 2. The boundaries of this reinvestment zone shall be as described in Exhibit"A". This reinvestment zone shall expire five (5) years after the adoption of this ordinance unless it is renewed as provided by law. SECTION 3. It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences, paragraphs and sections of this ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, Sparagraphs and sections of this ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional phrase, clause, sentence, paragraph or section. L:\COMDEV\ECODEV\WP-FILES\PROJECTS\PROSPECT\ZORRO1\RES-ORD\ORD744_1.WPD(04-22-99) Page 2 SECTION 4. • This ordinance shall be cumulative of all provisions of ordinances of the City of Southiake, Texas, except where the provisions of this ordinance are in direct conflict with the provisions of such ordinances, in which event the conflicting provisions of such ordinances are hereby repealed. SECTION 5. This ordinance shall be in full force and effect from and after its passage and it is so ordained. PASSED AND APPROVED ON FIRST READING ON THIS DAY OF , 1999. MAYOR • ATTEST: CITY SECRETARY PASSED AND APPROVED ON SECOND READING ON THIS DAY OF , 1999. MAYOR ATTEST: CITY SECRETARY EFFECTIVE: APPROVED AS TO FORM AND LEGALITY: City Attorney L:\COMDEV\ECODEV\WP-FILES\PROJECTS\PROSPEC'IIZORROI\RES-ORD\ORD744_I.WPD(04-22-99) Page 3 • • • EXHIBIT A BOUNDARIES OF REINVESTMENT ZONE NO. 2 • L:\COMDEV\ECODEV\WP-FILES\PROJECTS\PROSPECT\ZORROI\RES-ORD\ORD744_1.WPD(04-22-99) Page 4 • LAND DESCRIPTION BEING a tract of land situated in the J: B. Martin Survey,Abstract 1134, the R. D. Price Survey, Abstract 1207 and the U. P. Martin Survey, Abstract No. 1015, Tarrant County, Texas, and being a portion of a tract of land as described in the Special Warranty Deed to International Business Machines Corporation as recorded in Volume 12782, Page 109 of the deed records of Tarrant County, Texas, and also being a portion of a tract of land as described in Special Warranty Deed to 300 Convent Street Corp. as recorded in Volume 12782, Page 110 of the Deed Records of Tarrant County said tract being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod set with"Huitt-Zollars"cap on the southerly platted right-of- way line of Parkway Boulevard(131 foot right-of-way), said iron rod being at the most southerly southwest corner of said MTP-IBM Addition No. 1; THENCE along the southerly right-of-way line of said Parkway Boulevard as follows: North 63 degrees 15 minutes 25 seconds East, a distance of 32.25 feet to a 5/8 inch iron rod set with"Huitt-Zollars" cap at the beginning of a curve to the right; • Along said curve to the right with a central angle of 24 degrees 19 minutes 16 seconds, a radius of 1,419.50 feet, an arc distance of 602.55 feet a long chord that bears North 75 degrees 25 minutes 02 seconds East, a distance of 598.04 feet to a 5/8 inch iron rod set with "Huitt-Zollars" cap; North 87 degrees 34 minutes 40 seconds East, a distance of 137.89 feet to a 5/8 inch iron rod set with"Huitt-Zollars" cap at the southeast corner of said MTP-IBM Addition No. 1; THENCE, along the easterly line of said MTP-IBM Addition No. 1, North 00 degrees 09 minutes 22 seconds West, a distance of 848.90 feet to the most easterly northeast corner of the MTP-IBM Addition No. 1 and being on the south line of a tract of land as described by deed to C.R. Revels as recorded in Volume 86, Page 557, Deed Records, Tarrant County, Texas; THENCE, along the southerly line of said C.R. Revels tract the following courses and distances; North 89 degrees 50 minutes 38 seconds East, a distance of 596.50 feet to a Corps of Engineers concrete monument found; North 89 degrees 33 minutes 04 seconds East, a distance of 1132.28 feet to a point for a corner; South 01 degrees 09 minutes 16 seconds East, a distance of 651.54 feet to a 3/4 inch iron rod d found; • North 89 degrees 56 minutes 04 seconds East, a distance of 333.16 feet to a 2 inch pipe found in the westerly right-of-way line of White Chapel Road(50 feet wide right-of-way); M1wp DESCI5Orev.doc 0F7Q APR 2:31999 • THENCE, along the westerly right-of-way of White Chapel Road, South 02 degrees 11 minutes 25 seconds East, a distance of 85.06 feet to a point for a corner at the northeasterly corner of a tract of land as described in Special Warranty Deed to the City of Southlake as executed on April 28, 1998; THENCE, South 89 degrees 56 minutes 04 seconds West, departing the westerly right-of-way line of said White Chapel Road and along the northerly line of said City of Southlake tract, a distance of 114.99 feet to the northwesterly corner of said City of Southlake tract; THENCE, South 00 degrees 03 minutes 56 seconds East, along the westerly line of said City of Southlake tract, a distance of 100.00 feet to the southwesterly corner of said tract; THENCE, South 06 degrees 07 minutes 22 seconds West, a distance of 263.21 feet to a point for corner; THENCE, South 02 degrees 25 minutes 42 seconds East, a distance of 160.37 feet to a point for a corner on the southerly top of bank of South Fork Kirkwood Branch; THENCE, generally along the southerly top of bank of said creek the following courses and distances: South 46 degrees 28 minutes 21 seconds East a distance of 81.99 feet; • South 42 degrees 41 minutes 23 seconds West a distance of 92.21 feet; South 29 degrees 21 minutes 54 seconds West a distance of 106.36 feet; South 16 degrees 11 minutes 08 seconds West a distance of 148.69 feet; South 03 degrees 24 minutes 13 seconds West a distance of 168.53 feet; South 45 degrees 59 minutes 11 seconds West a distance of 74.72 feet; South 05 degrees 31 minutes 46 seconds West a distance of 52.64 feet; South 63 degrees 16 minutes 32 seconds East a distance of 53.47 feet; South 08 degrees 05 minutes 54 seconds West a distance of 38.62 feet; South 85 degrees 28 minutes 32 seconds West a:distance of 48.87 feet; South 05 degrees 31 minutes 46 seconds West a distance of 196.76 feet; South 41 degrees 44 minutes 24 seconds West a distance of 43.62 feet; 4110 South 32 degrees 52 minutes 05 seconds East a distance of 91.58 feet; JASnrvey12312104\wpWESC130rcv.doc 2 OF 7 4rzv99 ,_ • South 83 degrees 49 minutes 21 seconds East a distance of 36.19 feet; North 15 degrees 36 minutes 10 seconds East a distance of 58.44 feet; South 73 degrees 59 minutes 03 seconds East a distance of 36.34 feet; South 18 degrees 26 minutes 43 seconds East a distance of 87.49 feet; South 19 degrees 22 minutes 15 seconds West a distance of 40.53 feet; South 61 degrees 25 minutes 48 seconds West a distance of 99.80 feet; South 08 degrees 36 minutes 22 seconds East a distance of 198.28 feet; North 70 degrees 42 minutes 42 seconds East a distance of 47.08 feet; South 22 degrees 16 minutes 43 seconds East a distance of 12.87 feet; South 32 degrees 05 minutes 51 seconds West a distance of 60.69 feet; South 30 degrees 18 minutes 36 seconds East a distance of 27.12 feet; • South 43 degrees 10 minutes 57 seconds West a distance of 48.11 feet; North 59 degrees 37 minutes 51 seconds West a distance of 48.17 feet; South 06 degrees 30 minutes 45 seconds West a distance of 56.59 feet to the beginning of a non-tangent curve to the right having a radius of 1,572.00 feet; THENCE, departing said top of creek bank and along said curve to the right through a central angle of 02 degrees 16 minutes 35 seconds, an arc distance of 62.46 feet and being subtended by a chord bearing South 44 degrees 40 minutes 44 seconds East a distance of 62.45 feet to the southerly top of bank of said creek; THENCE, generally along the southerly top of bank of said creek the following courses and distances: North 65 degrees 53 minutes 10 seconds East a distance of 4.65 feet; South 72 degrees 55 minutes 15 seconds East a distance of 26.20 feet; South 21 degrees 49 minutes 50 seconds East a distance of 51.02 feet to the beginning of a non- tangent curve to the right having a radius of 1,572.00 feet; STHENCE, along said curve to the right through a central angle of 04 degrees 19 minutes 29 seconds, an arc distance of 118.66 feet and being subtended by a chord bearing South 38 degrees 45 minutes 42 seconds East a distance of 118.63 feet to a point for corner; • h‘Su..ty1.512\04\. escisae..ea 3 OF 7 III THENCE, South 53 degrees 24 minutes 02 seconds West a distance of 50.00 feet to a point for corner; THENCE, South 35 degrees 06 minutes 11 seconds East a distance of 79.67 feet to the platted northwesterly line of Kirkwood Hollow Phase I, an addition to the City of Southlake, as recorded in Cabinet A, Slide 4537 of the Deed Records of Tarrant County,Texas, and being on the northeasterly right-of-way line of Kirkwood Boulevard; THENCE, South 56 degrees 24 minutes 01 seconds West continuing along the platted northwesterly line of said Kirkwood Hollow Phase I and an extension thereof a distance of 198.41 feet to point for corner in the centerline of South Fork Kirkwood Branch; THENCE, generally along the centerline of said branch the following courses and distances: South 17 degrees 28 minutes 39 seconds West a distance of 13.61 feet to a point for corner, South 40 degrees 25 minutes 34 seconds West a distance of 38.10 feet to a point for corner; South 26 degrees 58 minutes 38 seconds West a distance of 25.77 feet to a point for corner; South 02 degrees 00 minutes 59 seconds West a distance of 29.72 feet to a point for corner; • South 69 degrees 47 minutes 31 seconds West a distance of 22.44 feet to a point for corner; South 84 degrees 36 minutes 18 seconds West a distance of 26.95 feet to a point for comer; South 53 degrees 15 minutes 40 seconds West a distance of 22.56 feet to a point for corner; South 25 degrees 06 minutes 35 seconds West a distance of 37.90 feet to a point for corner; South 07 degrees 01 minutes 26 seconds East a distance of 29.93 feet to a point for corner; South 00 degrees 53 minutes 14 seconds East a distance of 31.56 feet to a point for corner; South 19 degrees 28 minutes 57 seconds West a distance of 14.92 feet to a point for corner; South 59 degrees 39 minutes 56 seconds West a distance of 33.26 feet to a point for corner; North 65 degrees 23 minutes 25 seconds West a distance of 50.64 feet to a point for corner; South 76 degrees 18 minutes 39 seconds West a distance of 54.62 feet to a point for corner; North 39 degrees 23 minutes 55 seconds West a distance of 28.52 feet to a point for corner; 111 North 80 degrees 25 minutes 36 seconds West a distance of 16.87 feet to a point for corner; Msira\wpwesciwR..a« 4 OF 7 vu/99 • North 76 degrees 53 minutes 30 seconds West a distance of 38.04 feet to a point for corner; North 43 degrees 26 minutes 30 seconds East a distance of 16.71 feet to a point for corner; North 62 degrees 48 minutes 05-seconds East a distance of 25.48 feet to a point for corner; North 03 degrees 15 minutes 56 seconds West a distance of 20.42 feet to a point for corner, North 47 degrees 33 minutes 51 seconds West a distance of 25.63 feet to a point for corner, North 57 degrees 28 minutes 08 seconds West a distance of 26.66 feet to a point for corner, South 70 degrees 01 minute 26 seconds West a distance of 18.54 feet to a point for corner, South 37 degrees 59 minutes 12 seconds West a distance of 30.91 feet to a point for corner, South 09 degrees 24 minutes 11 seconds West a distance of 8.82 feet to a point for corner; South 51 degrees 22 minutes 17 seconds West a distance of 41.55 feet to a point for corner; South 32 degrees 44 minutes 12 seconds West a distance of 23.43 feet to a point for corner; South 53 degrees 10 minutes 04 seconds West a distance of 44.67 feet to a point for corner, South 66 degrees 26 minutes 53 seconds West a distance of 31.90 feet to a point for corner; South 45 degrees 09 minutes 44 seconds East a distance of 17.42 feet to a point for corner; South 76 degrees 54 minutes 57 seconds East a distance of 36.92 feet to a point for corner; South 20 degrees 45 minutes 22 seconds West a distance of 40.45 feet to a point for corner; South 30 degrees 23 minutes 01 second West a distance of 72.88 feet to a point for corner; South 53 degrees 13 minutes 24 seconds West a distance of 99.78 feet to a point for corner; South 62 degrees 06 minutes 48 seconds West a distance of 87.11 feet to a point for corner, South 58"degrees 29 minutes 32 seconds West g distance of 51.51 feet to a point for corner, North 85 degrees 07 minutes 51 seconds West a distance of 53.55 feet to a point for corner; South 76 degrees 52 minutes 54 seconds West a distance of 38.97 feet to a point for corner; • North 67 degrees 16 minutes 38 seconds West a distance of 56.75 feet to a point for corner; t:lSarvey\2512\04\wp\DESC150rev.doc 5 OF 7 • South 55 degrees 38 minutes 19 seconds West a distance of 11.38 feet to a point for corner on the proposed easterly right-of-way line of State Highway No. 114; THENCE, along the proposed easterly right-of-way line of State Highway No. 114 as follows: North 36 degrees 32 minutes 05 seconds West a distance of 147.32 feet to a Texas Highway Department concrete monument, found; North 47 degrees 50 minutes 42 seconds West, a distance of 101.98 feet to a Texas Highway Department concrete monument, found; North 36 degrees 32 minutes 04 seconds West, a distance of 500.00 feet to a Texas Highway Department concrete monument, found; North 32 degrees 14 minutes 44 seconds West, a distance of 200.56 feet to a 5/8 inch iron rod set with"Huitt-Zollars" cap; North 36 degrees 32 minutes 05 seconds West, a distance of 199.81 feet to a Texas Highway Department concrete monument, found; North 42 degrees 14 minutes 23 seconds West, a distance of 201.18 feet to a Texas Highway Department concrete monument, found; North 36 degrees 32 minutes 05 seconds West, a distance of 702.91 to a 5/8 inch iron rod set with"Huitt-Zollars"cap on the existing easterly right-of-way line of State Highway No. 114; THENCE, along the existing easterly right-of-way line of said highway as follows: North 18 degrees 59 minutes 38 seconds West, a distance of 112.97 feet to a 5/8 inch iron rod set with "Huitt-Zollars" cap; North 32 degrees 06 minutes 29 seconds West, a distance of 430.57 feet to a 5/8 inch iron rod set with"Huitt-Zollars" cap; North 29 degrees 36 minutes 27 seconds West, a distance of 232.63 feet to a 5/8 inch iron rod set with"Huitt-Zollars" cap at the beginning of a curve to the left; Along said curve to the left, with a central angle of 06 degrees 26 minutes 28 seconds, a radius of 1,452.40 feet, an arc distance of 163.2g feet, a long chord that bears North 32 degrees 49 minutes 41 seconds West, a distance of 163.19 feet to a 5/8 inch iron rod set with"Huitt-Zollars"cap at the beginning of a reverse curve to the right; Along said curve to the right, with a central angle of 99 degrees 18 minutes 20 seconds, a • radius of 90.00 feet, an arc distance of 155.99 feet, a long chord that bears North 13 • J:lSurveyV5I2' 4\wp\DESC15Orer.doc 6 OF 7 4R?J99 • degrees 36 minutes 16 seconds East, a distance of 137.18 feet to the POINT OF BEGINNING and CONTAINING 150.621 acres of land, more or less. • Basis of bearings: A bearing of South 89 degrees 39 minutes 47 seconds East along the northerly right-of-way line of Dove Road according to the Special Warranty Deed to MTP-IBM Phase II an III Joint Venture as recorded in Volume 8995, Page 1268 of the Deed Records of Tarrant County, Texas. For Huitt-Zollars, Inc. q9 Eric J. oudy Registered Professional Land Surveyor ; Texas Registration No. 4862 Huitt-Zollars, Inc. 3131 McKinney Avenue Dallas, Texas 75204 Date: April 7, 1999 • Revised April 23, 1999 • Murve,A2s12104bvp()ESCISaev.a« 7 OF 7 vt2,99 I • • • 7- oki i rV-1p Awrlol Ns ✓' SOILIS]M-T1 3' u4w I/IA;LWI t~ X. 1Ip VOL 4023,PC 075 ' LOT• O.IL T.C.T. • I RIM A T. W. MANN SURVEY I "'rti" ABSTRACT No, 1107 I /RIAL I — — "Mitkiy wet OMENI U. /. MARTIN SURVEY V ' ABSTRACT Na. 1015 1 150.621 ACRES II C al PO.5 W.. /a 557 MR1MA10NIL D.R..R T.GT. IM iiAdR{I OOMIRATION \ �� Vain[inn.►AOt 101 aiLT.cT, 101111 I10I0/m Igli-O/-Mt 10 PAW Or TEXAS PROLC1 N.0.3►3-O3-Q92 J.B. MARTIN SURVEY I ABSTRACT No. 1134 I \ WY OF ISiU. S \.. aA1Kr u• >�WNf01T STRUTi . RECD A P R 2 I y 9 9 I%We It7n,PAC( 110 OJT.T.CT, • \\ WHITE CHAPEL ROAD I • Pq'OtO ABSTRACT No. 120711# EXHIBIT MAP IOIi1f1000 NOLL011 P14%I Oft CASE N. IA 17-072 1 /� A 0.TTO SI SIC 1 IL ApT I$ N.SURVEY. AAM0 TM(N SIN, LL I.IMAM SURVEY,AtlI1UCT R. 101 II J00 CON1R/li It1iUT OAP) art or fa1Dl1AKC I1w1AIIT COUR r I,WAIN Vault 127n,root no 1 I.I. w / D.R T.C.T. yyt (7'y'w n�(]� 'r� - T ..1.6' A•,j',. Sal w��`_.r • SECTION 4. The Mayor is hereby authorized to execute the Agreement and all other documents in connection therewith on behalf of the City substantially according to the terms and conditions set forth in the Agreement. SECTION 5. This Resolution shall become effective from and after its passage. PASSED AND APPROVED this the day of , 1999. Rick Stacy, Mayor ATTEST: Sandy LeGrand, City Secretary • L:\COMDE'\ECODEV\WP-FILES\PROJECTS\PROSPECT\ZORRO1\RES-ORD\99-27_01.WPD(04-22-99) Page 2 • EXHIBIT A • 380 AGREEMENT S L:\COMDEV\ECODEV\WP-FILES\PROJECTS\PROSPECT\ZORRO1\RES-ORD\99-27_01.WPD(04-22-99) Page 3 • DRAFT 4-23-99 ECONOMIC DEVELOPMENT PROGRAM AGREEMENT This Economic Development Program Agreement ("Agreement") is made and entered into by and between the City of Southlake, Texas (the "City"), and The SABRE Group, Inc., a Delaware corporation (the "Company"). WITNESSETH: WHEREAS, on May 4, 1999, the City adopted Resolution No. establishing an Economic Development Program pursuant to Section 380.001 of the Texas Local Government Code ("Section 380.001") and authorizing this Agreement as part of the Economic Development Program established by City Council Resolution (the "Program"); WHEREAS, the Company desires to participate in the Program by entering into this Agreement; NOW, THEREFORE, in consideration of the mutual benefits and premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is 0 hereby acknowledged, the parties agree as follows: 1. Authorization. The City has concluded that this Agreement is authorized by Section 380.001, and is authorized by Resolution of the City. 2. Definitions. The following definitions shall apply to the terms used in this Agreement: "Area Sales Tax Due Date" means, with respect to each Subject Quarter, the latest of (i) 60 days after the end of the Subject Quarter, or (ii) ten days after the City receives the Sales Tax Schedule for the Subject Quarter, or (iii) 30 days after the City receives (or is credited with) the relevant sales tax revenue from the Texas Comptroller. "Area Construction Sales Tax Revenues" means the gross revenues of the City from the sales and use taxes imposed by the City as a result of Construction Sales (irrespective of whether the Company is the purchaser). For this purpose, "gross revenues of the City" shall include all sales and use taxes imposed by the City under Chapter 321 of the Texas Tax Code, but not including sales and use taxes imposed for the benefit of (a) Southlake Parks Development Corporation under Section 4B, article 5190.6 of the Texas Revised Civil Statutes, or (b) the Southlake Crime Control and Prevention District created under Chapter 363 of the Texas Local Government Code (the "Crime Control and Prevention District Act"). • "Company Affiliate" means any Person directly or indirectly controlling, controlled by, or under common control with the Company. As used in the definition of"Affiliate," the term 1 011907.00005:0425951.05 S "control" means the possession, directly or indirectly, the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. "Complaining Party" has the meaning set forth in Section 8 of this Agreement. "Construction Sales" means any Sale relating to the construction of any improvement located, or to be located, on the Global Premises. "Defaulting Party" has the meaning set forth in Section 8 of this Agreement. "Global Premises" means that certain tract of real property located in Tarrant County, Texas, consisting of approximately 152 acres, more or less, as more particularly described on Exhibit A hereto. "Person" means an individual or a corporation, partnership, trust, estate, unincorporated organization, association, or other entity. "Program"has the meaning set forth in the recitals to this Agreement. "Retailer" means (a) the Company and any Company Affiliate, and (b) any "retailer" within the meaning of Section 151.008 of the Texas Tax Code, as amended. S "Sale"has the meaning set forth in Section 151.005 of the Texas Tax Code, as amended. "Sales Tax Rebate" has the meaning set forth in Section 4(b) of this Agreement. "Sales Tax Schedule" has the meaning set forth in Section 4(a) of this Agreement. "Section 380.001" has the meaning set forth in the recitals to this Agreement. "Subject Quarter"has the meaning set forth in Section 4(a) of this Agreement. "Term" has the meaning set forth in Section 3 of this Agreement. 3. Term. This Agreement shall be effective as of June 1, 1999, and shall remain in full force and effect until December 31, 2009 (the "Term"). 4. Sales Tax Rebates. (a) Within thirty (30) days after the end of each calendar quarter during the Term (a "Subject Quarter"), the Company shall submit to the City a schedule detailing the Area • Construction Sales Tax Revenues from Sales occurring during the Subject Quarter (each, a 2 011907.00005:0425951.05 S "Sales Tax Schedule"). As backup for each Sales Tax Schedule, the Company shall submit the following: (i) A copy of those sales tax reports (including all direct payment and self- assessment returns), including amended reports and returns, filed by each Retailer for the Subject Quarter which are supportive in demonstrating the Area Construction Sales Tax Revenues for the Subject Quarter (or, if such reports or returns do not show the Area Sales Tax Revenues, a separate report shall be prepared showing the Area Construction Sales Tax Revenues); (ii) Such other data as the parties mutually agree is appropriate to support documentation of Area Construction Sales Tax Revenues. (b) On or before the Area Sales Tax Due Date for a Subject Quarter, the City shall pay fifty percent (50%) of the aggregate amount of Area Construction Sales Tax Revenues for the Subject Quarter to the Company (each such payment, a"Sales Tax Rebate"). 5. Verification. (a) If requested by the City within 30 days after a calendar year, or such other Big 5 independent accounting firm which is mutually agreeable to the City and the Company (the "Auditor") shall audit the calculations of Area Construction Sales Tax Revenues for the calendar year, and shall determine whether the Company has properly calculated the Area S Construction Sales Tax for such year. (b) If the Auditor determines that Area Construction Sales Tax Revenues Tax for the year have been understated, then the City shall pay to the Company the appropriate amount based on the Auditor's conclusion. If the Auditor determines that Area Construction Sales Tax Revenues for the year have been overstated, then the Company shall promptly pay to the City such amount. (c) All determinations by the Auditor shall be final, nonappealable and conclusive. 6. Development Incentives. (a) Abandonment of T.W. King Boulevard. The city shall cause to be abandoned that portion of T.W. King Road generally located adjacent to the eastern edge of Lot 1, Block B, MTP-IBM ADDITION NO. 1 and adjacent to the western edge of PUD-8 (MIXED USE) (Ord. 480-179). Such abandonment shall be to the adjacent landowners without cost or expense to such landowners, and shall be subject to the rights, if any, of utilities located within such abandoned area. (b) Abandonment of Kirkwood Boulevard. The City shall cause to be abandoned that portion of Kirkwood Boulevard north and east of SH 114. Such abandonment shall be to the adjacent landowners without cost or expense to such landowners, and shall be subject to the • rights, if any, of utilities located within such abandoned area. 3 011907.00005:0425951.05 S (c) Two-Lane Frontage Road. The City will support and use all reasonable efforts to cause the SH 114 frontage road (between "old" T.W. King Road and the Kirkwood/SH 114 interchange) to be modified to provide two-way access; such efforts to include a request to the Texas Department of Transportation for such modification. (d) Utility Infrastructure Construction. (i) Water and Sewer Service: The City shall cause to be constructed to the edge of the Global Premises water and sewer service sufficient to provide full build-out of the Global Premises. The City shall be responsible for all costs and expenses of providing such service capabilities (including installation of meters). The City agrees to provide the services to the edge of the Global Premises in a timely manner coordinated with the anticipated need of the Company, but in no event later than . (ii) Distribution Water Line: The City agrees to construct the necessary 12" distribution water line through the Global Premises in an alignment proposed by the Company, currently anticipated to be along the projected Kirkwood road extension. All fees (administration and inspection) related to this water line shall be waived by the City. (iii) Existing Water Line Abandonment: The City will cause to be abandoned (in place) the existing water line (including all easement rights) that services the Company's existing building and that bisects the Global Premises. Such abandonment 4110 shall be at no cost or expense to the Company. The City represents to the Company that funds to pay the costs and expenses of the utility infrastructure construction described in this Paragraph 6(d) are available from current City funds. (e) Rezoning. The City shall work diligently with Company in its application to rezone the Global Premises (and, if requested by Company, Company's existing building) to accommodate Company's intended use of the Global Premises. It is understood that all fees and expenses associated with such rezoning shall be paid by Maguire Partners. The City acknowledges the importance to Company of completing the rezoning by June 15, 1999, and to that end will expedite, to the maximum extent possible, all City actions necessary to accomplish such rezoning, dependent on the timely preparation and submittal of all required documents by the Company. (f) Plan Review and Inspection Fees. The City and the Company agree that no administration/plan review fees shall be due on any of the Company's improvements other than administration/plan review fees for public works activities. [(g) Impact Fees. The City agrees to rebate to Company % of the Roadway Impact Fees, % of the Water Impact Fees, and % of the Sewer Impact Fees charged by the City.] • (h) Development Permitting Acceleration. The City shall allocate to the project (i) building plan review staff to facilitate the accelerated review of submitted construction plans; 4 011907.00005:0425951.05 S (ii) building inspectors to facilitate access and timeliness of inspections during construction at the Global Premises; and (iii) public works inspectors to facilitate access and timeliness of public works inspections during the construction/inspection of the water line installation. The Company shall require its contractor to provide an adequate on-site construction office/trailer for use by City staff. 7. Default. If either party should default (the "Defaulting Party") with respect to any of its obligations hereunder and should fail, within sixty (60) days after delivery of written notice of such default from the other party (the "Complaining Party") to cure such default (provided that such 60-day cure period shall be extended to one hundred eighty (180) days if the default is not curable within such 60-day period after good faith efforts to cure the default by the Defaulting Party), the Complaining Party, by action or proceeding at law or in equity, may be awarded its damages for such default. Notwithstanding anything to the contrary contained herein, any Sales Tax Rebates from the City which are not timely paid by the City shall incur interest at the lesser of(a) fifteen percent (15%) per annum, or (b) the highest rate per annum allowed by applicable law from the date such Sales Tax Rebate is due until paid; provided, however, that no interest shall be due on amounts disputed by the City if the City notifies the Company in writing of the dispute prior to the Area Sales Tax Due Date with respect to such amounts until such dispute is resolved. • 8. Mutual Assistance. The City and the Company shall take all reasonable measures which are necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in carrying out such terms and provisions. The Company hereby consents to and agrees to cooperate in any reasonable request by the City to obtain copies of sales/use tax returns from the State which contains information pertinent to the calculation of Area Construction Sales Tax Revenues. To the extent the Company requests reasonable amendments to the Tax Abatement Agreements by and among the City, the Company and Maguire Partners Solana Limited Partnership relating to property located in the Global Premises to address changes in the location of improvements thereon and the boundaries of property subject to each such agreement, the City shall cooperate with the Company in that regard. 9. Representations and Warranties. The City represents and warrants to the Company that the Program and this Agreement are within the scope of its authority and the provisions of its charter and that it is duly authorized and empowered to establish the Program and enter into this Agreement. The Company represents and warrants to the City that it has the requisite authority to enter into this Agreement. 10. Company Covenants. S In consideration of the City's agreements under this Agreement (including the payment of monies to the Company), the Company agrees to maintain during the Term any buildings 5 011907.00005:0425951.05 • occupied by it on the Global Premises primarily as a corporate campus or part of a corporate campus. 11. Section or Other Headings. Section or other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 12. Attorneys Fees. In the event any legal action or proceeding is commenced to enforce or interpret provisions of this Agreement, the prevailing party in any such legal action shall be entitled to recover its reasonable attorneys' fees and expenses incurred by reason of such action. 13. Entire Agreement. - This Agreement contains the entire agreement between the parties with respect to the transactions contemplated herein. 14. Amendment. This Agreement may only be amended, altered, or revoked by written instrument signed S by the Company and the City. 15. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the parties, their respective successors and assigns. The Company may assign all or part of its rights and obligations hereunder (a) to any Affiliate without the approval of the City, (b) to any Person which leases all or a portion of the Global Premises to the Company and/or any Affiliate of the Company without the approval of the City, and (c) to any Person other than an Affiliate with the prior written approval of the City, which approval shall not be unreasonably withheld or delayed. 16. Notice. Any notice and/or statement required and permitted to be delivered shall be deemed delivered by depositing same in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses, or at such other addresses provided by the parties in writing; Company: The SABRE Group, Inc. 4255 Amon Carter Blvd. Fort Worth, Texas 76155 Attention: General Counsel S 6 011907.00005:0425951.05 • With a copy to: Hughes & Luce, L.L.P. 1717 Main Street, Suite 2800 Dallas, Texas 75201 Attention: Jeff W. Dorrill City: Mayor City of Southlake City Hall 667 North Carroll Avenue Southlake, Texas 76092 With a copy to: Taylor, Olson, Adkins, Sralla & Elam, L.L.P. 500 Throckmorton Street 3400 Bank One Tower _ Fort Worth, Texas 76102-3821 Attention: Wayne K. Olson 17. Interpretation. Regardless of the actual drafter of this Agreement, this Agreement shall, in the event of any dispute over its meaning or application, be interpreted fairly and reasonably, and neither more strongly for or against any party. • 18. Applicable Law. This Agreement is made, and shall be construed and interpreted under the laws of the State of Texas and venue shall lie in Tarrant County, Texas. 19. Severability. In the event any provision of this Agreement is illegal, invalid, or unenforceable under present or future laws, then, and in that event, it is the intention of the parties hereto that the remainder of this Agreement shall not be affected thereby, and it is also the intention of the parties to this Agreement that in lieu of each clause or provision that is found to be illegal, invalid, or unenforceable a provision be added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 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. • 7 011907.00005.0425951.05 4110 THE CITY OF SOUTHLAKE By: Mayor ATTEST: CITY SECRETARY THE SABRE GROUP, INC., a Delaware corporation By: Name: Title: • APPROVED AS TO FORM AND LEGALITY: CITY ATTORNEY Date: • 8 011907.00005.0425951.05 • THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared , Mayor of the CITY OF SOUTHLAKE, a municipal corporation, known to me to be the person acknowledged to me that the same was the act of the said CITY OF SOUTHLAKE, TEXAS, a municipal corporation, that he was duly authorized to perform the same by appropriate resolution of the City Council of the City of Southlake and that he executed the same as the act of the said City for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of May, 1999. Notary Public in and for the State of Texas Notary's Printed Name S THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared of The SABRE Group, Inc., a Texas corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated and as the act and deed of said entities. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of May, 1999. Notary Public in and for the State of Texas Notary's Printed Name • 9 011907.00005.0425951.05 S EXHIBIT A TO ECONOMIC DEVELOPMENT AGREEMENT Description of Global Premises • S Exhibit A 011907.00005:0425951.05 • LAND DESCRIPTION BEING a tract of land situated in the J: B. Martin Survey, Abstract 1134, the R. D. Price Survey, Abstract 1207 and the U. P. Martin Survey, Abstract No. 1015, Tarrant County, Texas, and being a portion of a tract of land as described in the Special Warranty Deed to International Business Machines Corporation as recorded in Volume 12782, Page 109 of the deed records of Tarrant County, Texas, and also being a portion of a tract of land as described in Special Warranty Deed to 300 Convent Street Corp. as recorded in Volume 12782, Page 110 of the Deed Records of Tarrant County said tract being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod set with "Huitt-Zollars" cap on the southerly platted right-of- way line of Parkway Boulevard (131 foot right-of-way), said iron rod being at the most southerly southwest corner of said MTP-IBM Addition No. 1; THENCE along the southerly right-of-way line of said Parkway Boulevard as follows: North 63 degrees 15 minutes 25 seconds East, a distance of 32.25 feet to a 5/8 inch iron rod set with"Huitt-Zollars" cap at the beginning of a curve to the right; Along said curve to the right with a central angle of 24 degrees 19 minutes 16 seconds, a • radius of 1,419.50 feet, an arc distance of 602.55 feet a long chord that bears North 75 degrees 25 minutes 02 seconds East, a distance of 598.04 feet to a 5/8 inch iron rod set with "Huitt-Zollars" cap; North 87 degrees 34 minutes 40 seconds East, a distance of 137.89 feet to a 5/8 inch iron rod set with "Huitt-Zollars" cap at the southeast corner of said MTP-IBM Addition No. 1; THENCE, along the easterly line of said MTP-IBM Addition No. 1, North 00 degrees 09 minutes 22 seconds West, a distance of 848.90 feet to the most easterly northeast corner of the MTP-IBM Addition No. 1 and being on the south line of a tract of land as described by deed to C.R. Revels as recorded in Volume 86, Page 557, Deed Records, Tarrant County, Texas; THENCE, along the southerly line of said C.R. Revels tract the following courses and distances; North 89 degrees 50 minutes 38 seconds East, a distance of 596.50 feet to a Corps of Engineers concrete monument found; North 89 degrees 33 minutes 04 seconds East, a distance of 1132.28 feet to a point for a corner; South 01 degrees 09 minutes 16 seconds East, a distance of 651.54 feet to a 3/4 inch iron rod found; • North 89 degrees 56 minutes 04 seconds East, a distance of 333.16 feet to a 2 inch pipe found in the westerly right-of-way line of White Chapel Road (50 feet wide right-of-way); ,:\sur„e 2512\04\wp\DEscisom.eoc 1 OF 7 REC'p APR 2 31999 • THENCE, along the westerly right-of-way of White Chapel Road, South 02 degrees 11 minutes 25 seconds East, a distance of 85.06 feet to a point for a corner at the northeasterly corner of a tract of land as described in Special Warranty Deed to the City of Southlake as executed on April 28, 1998; THENCE, South 89 degrees 56 minutes 04 seconds West, departing the westerly right-of-way line of said White Chapel Road and along the northerly line of said City of Southlake tract, a distance of 114.99 feet to the northwesterly corner of said City of Southlake tract; THENCE, South 00 degrees 03 minutes 56 seconds East, along the westerly line of said City of Southlake tract, a distance of 100.00 feet to the southwesterly corner of said tract; THENCE, South 06 degrees 07 minutes 22 seconds West, a distance of 263.21 feet to a point for corner; THENCE, South 02 degrees 25 minutes 42 seconds East, a distance of 160.37 feet to a point for a corner on the southerly top of bank of South Fork Kirkwood Branch; THENCE, generally along the southerly top of bank of said creek the following courses and distances: South 46 degrees 28 minutes 21 seconds East a distance of 81.99 feet; SSouth 42 degrees 41 minutes 23 seconds West a distance of 92.21 feet; South 29 degrees 21 minutes 54 seconds West a distance of 106.36 feet; South 16 degrees 11 minutes 08 seconds West a distance of 148.69 feet; South 03 degrees 24 minutes 13 seconds West a distance of 168.53 feet; South 45 degrees 59 minutes 11 seconds West a distance of 74.72 feet; South 05 degrees 31 minutes 46 seconds West a distance of 52.64 feet; South 63 degrees 16 minutes 32 seconds East a distance of 53.47 feet; South 08 degrees 05 minutes 54 seconds West a distance of 38.62 feet; South 85 degrees 28 minutes 32 seconds West a distance of 48.87 feet; South 05 degrees 31 minutes 46 seconds West a distance of 196.76 feet; South 41 degrees 44 minutes 24 seconds West a distance of 43.62 feet; • South 32 degrees 52 minutes 05 seconds East a distance of 91.58 feet; J:\Survey\2s12\04\wp\DESCI5aev.doc 2 OF 7 4f22/99 SSouth 83 degrees 49 minutes 21 seconds East a distance of 36.19 feet; North 15 degrees 36 minutes 10 seconds East a distance of 58.44 feet; South 73 degrees 59 minutes 03 seconds East a distance of 36.34 feet; South 18 degrees 26 minutes 43 seconds East a distance of 87.49 feet; South 19 degrees 22 minutes 15 seconds West a distance of 40.53 feet; South 61 degrees 25 minutes 48 seconds West a distance of 99.80 feet; South 08 degrees 36 minutes 22 seconds East a distance of 198.28 feet; North 70 degrees 42 minutes 42 seconds East a distance of 47.08 feet; South 22 degrees 16 minutes 43 seconds East a distance of 12.87 feet; South 32 degrees 05 minutes 51 seconds West a distance of 60.69 feet; South 30 degrees 18 minutes 36 seconds East a distance of 27.12 feet; 0 South 43 degrees 10 minutes 57 seconds West a distance of 48.11 feet; North 59 degrees 37 minutes 51 seconds West a distance of 48.17 feet; South 06 degrees 30 minutes 45 seconds West a distance of 56.59 feet to the beginning of a non-tangent curve to the right having a radius of 1.572.00 feet; THENCE. departing said top of creek bank and along said curve to the right through a central angle of 02 degrees 16 minutes 35 seconds, an arc distance of 62.46 feet and being subtended by a chord bearing South 44 degrees 40 minutes 44 seconds East a distance of 62.45 feet to the southerly top of bank of said creek; THENCE, generally along the southerly top of bank of said creek the following courses and distances: North 65 degrees 53 minutes 10 seconds East a distance of 4.65 feet; South 72 degrees 55 minutes 15 seconds East a distance of 26.20 feet; South 21 degrees 49 minutes 50 seconds East a distance of 51.02 feet to the beginning of a non- tangent curve to the right having a radius of 1,572.00 feet; THENCE, along said curve to the right through a central angle of 04 degrees 19 minutes 29 seconds, S an arc distance of 118.66 feet and being subtended by a chord bearing South 38 degrees 45 minutes 42 seconds East a distance of 118.63 feet to a point for corner; • J:\Survey12512\04\wp\DESC150rcv.doc 3 OF 7 4/2 9 •THENCE, South 53 degrees 24 minutes 02 seconds West a distance of 50.00 feet to a point for corner; THENCE, South 35 degrees 06 minutes 11 seconds East a distance of 79.67 feet to the platted northwesterly line of Kirkwood Hollow Phase I, an addition to the City of Southlake, as recorded in Cabinet A, Slide 4537 of the Deed Records of Tarrant County, Texas, and being on the northeasterly right-of-way line of Kirkwood Boulevard; THENCE, South 56 degrees 24 minutes 01 seconds West continuing along the platted northwesterly line of said Kirkwood Hollow Phase I and an extension thereof a distance of 198.41 feet to point for corner in the centerline of South Fork Kirkwood Branch; THENCE, generally along the centerline of said branch the following courses and distances: South 17 degrees 28 minutes 39 seconds West a distance of 13.61 feet to a point for corner; South 40 degrees 25 minutes 34 seconds West a distance of 38.10 feet to a point for corner; South 26 degrees 58 minutes 38 seconds West a distance of 25.77 feet to a point for corner; South 02 degrees 00 minutes 59 seconds West a distance of 29.72 feet to a point for corner; 0 South 69 degrees 47 minutes 31 seconds West a distance of 22.44 feet to a point for corner; South 84 degrees 36 minutes 18 seconds West a distance of 26.95 feet to a point for corner; South 53 degrees 15 minutes 40 seconds West a distance of 22.56 feet to a point for corner; South 25 deuees 06 minutes 35 seconds West a distance of 37.90 feet to a point for corner; South 07 degrees 01 minutes 26 seconds East a distance of 29.93 feet to a point for corner; South 00 degrees 53 minutes 14 seconds East a distance of 31.56 feet to a point for corner; South 19 degrees 28 minutes 57 seconds West a distance of 14.92 feet to a point for corner; South 59 degrees 39 minutes 56 seconds West a distance of 33.26 feet to a point for corner; North 65 degrees 23 minutes 25 seconds West a distance of 50.64 feet to a point for corner; South 76 degrees 18 minutes 39 seconds West a distance of 54.62 feet to a point for corner; North 39 degrees 23 minutes 55 seconds West a distance of 28.52 feet to a point for corner; • North 80 degrees 25 minutes 36 seconds West a distance of 16.87 feet to a point for corner; 1:\Survey\2512\041wp\DESC I5Orev doc 4 OF 7 4r22/99 • North 76 degrees 53 minutes 30 seconds West a distance of 38.04 feet to a point for corner; North 43 degrees 26 minutes 30 seconds East a distance of 16.71 feet to a point for corner; North 62 degrees 48 minutes 05-seconds East a distance of 25.48 feet to a point for corner; North 03 degrees 15 minutes 56 seconds West a distance of 20.42 feet to a point for corner; North 47 degrees 33 minutes 51 seconds West a distance of 25.63 feet to a point for corner; North 57 degrees 28 minutes 08 seconds West a distance of 26.66 feet to a point for corner; South 70 degrees 01 minute 26 seconds West a distance of 18.54 feet to a point for corner; South 37 degrees 59 minutes 12 seconds West a distance of 30.91 feet to a point for corner; South 09 degrees 24 minutes 11 seconds West a distance of 8.82 feet to a point for corner; South 51 degrees 22 minutes 17 seconds West a distance of 41.55 feet to a point for corner; South 32 degrees 44 minutes 12 seconds West a distance of 23.43 feet to a point for corner; . South 53 degrees 10 minutes 04 seconds West a distance of 44.67 feet to a point for corner; South 66 degrees 26 minutes 53 seconds West a distance of 31.90 feet to a point for corner; South 45 degrees 09 minutes 44 seconds East a distance of 17.42 feet to a point for corner; South 76 degrees 54 minutes 57 seconds East a distance of 36.92 feet to a point for corner; South 20 degrees 45 minutes 22 seconds West a distance of 40.45 feet to a point for corner; South 30 degrees 23 minutes 01 second West a distance of 72.88 feet to a point for corner; South 53 degrees 13 minutes 24 seconds West a distance of 99.78 feet to a point for corner; South 62 degrees 06 minutes 48 seconds West a distance of 87.11 feet to a point for corner; South 58degrees 29 minutes 32 seconds West a distance of 51.51 feet to a point for corner; North 85 degrees 07 minutes 51 seconds West a distance of 53.55 feet to a point for corner; South 76 degrees 52 minutes 54 seconds West a distance of 38.97 feet to a point for corner; • North 67 degrees 16 minutes 38 seconds West a distance of 56.75 feet to a point for corner; J:'swvey\2512\O4\wp\DESCI5aria« 5 OF 7 a 22 9 South 55 degrees 38 minutes 19 seconds West a distance of 11.38 feet to a point for corner • on the proposed easterly right-of-way line of State Highway No. 114; THENCE, along the proposed easterly right-of-way line of State Highway No. 114 as follows: North 36 degrees 32 minutes 05 seconds West a distance of 147.32 feet to a Texas Highway Department concrete monument, found; North 47 degrees 50 minutes 42 seconds West, a distance of 101.98 feet to a Texas Highway Department concrete monument, found; North 36 degrees 32 minutes 04 seconds West, a distance of 500.00 feet to a Texas Highway Department concrete monument, found; North 32 degrees 14 minutes 44 seconds West, a distance of 200.56 feet to a 5/8 inch iron rod set with "Huitt-Zollars" cap; North 36 degrees 32 minutes 05 seconds West, a distance of 199.81 feet to a Texas Highway Department concrete monument, found; North 42 degrees 14 minutes 23 seconds West, a distance of 201.18 feet to a Texas Highway Department concrete monument, found; • North 36 degrees 32 minutes 05 seconds West, a distance of 702.91 to a 5/8 inch iron rod set with"Huitt-Zollars" cap on the existing easterly right-of-way line of State Highway No. 114; THENCE, along the existing easterly right-of-way line of said highway as follows: North 18 degrees 59 minutes 38 seconds West, a distance of 112.97 feet to a 5/8 inch iron rod set with"Huitt-Zollars" cap; North 32 degrees 06 minutes 29 seconds West, a distance of 430.57 feet to a 5/8 inch iron rod set with"Huitt-Zollars" cap; North 29 degrees 36 minutes 27 seconds West, a distance of 232.63 feet to a 5/8 inch iron rod set with "Huitt-Zollars" cap at the beginning of a curve to the left; Along said curve to the left, with a central angle of 06 degrees 26 minutes 28 seconds, a radius of 1,452.40 feet, an arc distance of 163.28 feet, a long chord that bears North 32 degrees 49 minutes 41 seconds West, a distance of 163.19 feet to a 5/8 inch iron rod set with "Huitt-Zollars" cap at the beginning of a reverse curve to the right; Along said curve to the right, with a central angle of 99 degrees 18 minutes 20 seconds, a • radius of 90.00 feet, an arc distance of 155.99 feet, a long chord that bears North 13 • J:\Survey\2512\04\wp1DESCI5Orev.doc 6 OF 7 4/22/99 • • degrees 36 minutes 16 seconds East, a distance of 137.18 feet to the POINT OF BEGLNNING and CONTAINING 150.621 acres of land, more or less. Basis of bearings: A bearing of South 89 degrees 39 minutes 47 seconds East along the northerly right-of-way line of Dove Road according to the Special Warranty Deed to MTP-IBM Phase II an III Joint Venture as recorded in Volume 8995, Page 1268 of the Deed Records of Tarrant County, Texas. For Huitt-Zollars, Inc. q9 Eric J. oudy Registered Professional Land Surveyor Texas Registration No. 4862 Huitt-Zollars, Inc. 3131 McKinney Avenue Dallas, Texas 75204 Date: April 7, 1999 410 Revised April 23, 1999 • • 1:Survey\2512\04\wp1DESCt5Orcv.doc 7 OF 7 4/2/J99 • O 0 I f 7 40 VA Jr II 4oLINC MT-TO G✓' InOC M1 M 24: IA i t °, I 4 R/T 44 9 VOL 4023,PO,075 LOT o.R.t.cT. aa.• ' AL MT-711 T. W. MANN SURVEY K M • ABSTRACT No. 1107 I 4 PALL?. ramo 1toiom �/ ATIOWAll LOGS. IU. P. MARTIN SURVEY ABSTRACT No. 1015 I • 150.621 ACRES , i II R/T III C R. RE VaS `CL N.►0. 05T MTp�A10MK R171 ORT.CT. .R MACHINES CORPORATION • \ kI6 WLLIIL I]7T.0►AGZ 106 Q O.R.T.C.T. I orale°RIOT-OV-Mf TO STAR \\ I 0/KW PROJECTR.0.711-m-TOJ \-I \\ J.B. MARTIN SURVEY I -\ ABSTRACT Na. 1 13/ \ Ott Cf R0.1➢IAiK \.. u..or.n Yeti."...—• i u[ 3005CONIQ(T 2.P•G i RECD A P R 2 I y 9 9 WLUK 12TtS VAC[ 110 DRT.CT. N Ii. WHITE CHAPEL ROAD R D. PRICE SURVEYPRITTOSCp ABSTRACT N . 1207 EXHIBIT MAP IW(1000 1gLLOTI PT(AfC I �+ alY r•.v R. ZA a-072 • ILL D.Art!O I OTC 1 AlN.1IN No. AIIT10 TMLR. II14, 000�(� 300 WxN$7 T t11UT COIIP.I 015 Of 110.lq(l I* T(X4/ACT M TY.1 VisA! �^- WL1A< 12713.PAC[ 110 I '�/ OIL LC T. --111Ucr-w — �M+���� / 4(�r1W( d 1 ` - wl r..1 r. .r... r-Iti ►w 111 RESOLUTION NO. 99-28 A RESOLUTION OF THE CITY OF SOUTHLAKE, TEXAS, APPROVING THE TERMS AND CONDITIONS OF AGREEMENTS BY AND AMONG THE CITY OF SOUTHLAKE, TEXAS, MAGUIRE PARTNERS - SOLANA LIMITED PARTNERSHIP AND THE SABRE GROUP, INC. ESTABLISHING AND PROVIDING FOR TAX ABATEMENT; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, in accordance with Chapter 312 of the Texas Tax Code, the City Council of the City of Southlake, Texas has approved Resolution No. 99-26 adopting a Tax Abatement Policy which establishes guidelines and criteria governing tax abatement agreements, and electing to become eligible to participate in tax abatement; and WHEREAS, the City Council has been presented with proposed tax abatement agreements by and among the City of Southlake, Maguire Partners - Solana Limited Partnership and the SABRE Group, Inc., copies of which are attached hereto as Exhibits "A" through "H" and incorporated herein by reference (hereinafter called the "Agreements"): and WHEREAS, upon full review and consideration of the Agreements, and all matters attendant and related thereto, the City Council is of the opinion that the terms and 41) conditions thereof should be approved, and that the Mayor should be authorized to execute the Agreements on behalf of the City of Southlake. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS, THAT: SECTION 1. The City Council finds that the terms of the Agreements and the property subject to the Agreements meet the applicable guidelines and criteria governing tax abatement agreements previously adopted by the Southlake City Council. SECTION 2. The City Council finds that the contemplated use of the property subject to the Agreements and the improvements contemplated thereon in the amount set forth in the Agreements and the other terms of the Agreements are consistent with encouraging development of Reinvestment Zone Number 2 in accordance with the purposes for its creation and are in compliance with the Tax Abatement Policy, Chapter 312 of the Texas Tax Code, as amended, and all other applicable law. • SECTION 3. L:\COMDEV\ECODEVIWP-FILES\PROJECTS\PROSPECT\ZORRO1\RES-ORD\99-28_01.WPD(04-22-99) Page 1 0 The terms and conditions of the Agreements, having been reviewed by the City Council of the City of Southlake and found to be acceptable and in the best interests of the City and its citizens, are hereby approved. SECTION 4. The City Secretary is hereby authorized to deliver (in compliance with Section 312.2041 of the Texas Tax Code) to the presiding officer of the governing body of each other taxing unit in which the property subject to the Agreements located a written notice that the City of Southlake, Texas intends to enter the Agreements, which notice shall include a copies of the Agreements. SECTION 5. The Mayor is hereby authorized to execute the Agreements and all other documents in connection therewith on behalf of the City, substantially according to the terms and conditions set forth in the Agreements. SECTION 6. This Resolution shall become effective from and after its passage. IIIPASSED AND APPROVED this the day of , 1999. Rick Stacy, Mayor ATTEST: Sandy LeGrand, City Secretary III L:\COMDE\AECODEV\WP-FILES\PROJECTS\PROSPECT\ZORRO1\RES-ORD\99-28_01.WPD(04-22-99) Page 2 S EXHIBIT A • TAX ABATEMENT AGREEMENT FOR PREMISES A S L:\COMDEV\ECODEV\WP-FILES\PROJECTS\PROSPECT\ZORRO1\RES-ORD\99-28_01.WPD(04-22-99) Page 3 s EXHIBIT B • TAX ABATEMENT AGREEMENT FOR PREMISES B • L:\COMDEV\ECODEV\WP-FILES\PROJECTS\PROSPECT\ZORRO1\RES-ORD\99-28_01.WPD(04-22-99) Page 4 • EXHIBIT C • TAX ABATEMENT AGREEMENT FOR PREMISES C • L:\COMDEV\ECODEV\WP-FILES\PROJECTS\PROSPECT\ZORRO1\RES-ORD\99-28_01.WPD(04-22-99) Page 5 • EXHIBIT D . TAX ABATEMENT AGREEMENT FOR PREMISES D • L:\COMDEV\ECODEV\WP-FILES\PROJECTS\PROSPECT\ZORRO1\RES-ORD\99-28_01.WPD(04-22-99) Page 6 • EXHIBIT E • TAX ABATEMENT AGREEMENT FOR PREMISES E 11/ L:\COMDEV\ECODEV\WP-FILES\PROJECTS\PROSPECT\ZORRO1\RES-ORD\99-28_01.WPD(04-22-99) Page 7 EXHIBIT F • TAX ABATEMENT AGREEMENT FOR PREMISES F 41/ LACOMDEV\ECODEV\WP-FILES\PROJECTS\PROSPECT\ZORRO1\RES-ORD\99-28_01.WPD(04-22-99) Page 8 • EXHIBIT G . TAX ABATEMENT AGREEMENT FOR PREMISES G 11111 LACOMDEV\ECODEV\WP-FILES\PROJECTS\PROSPECT\ZORR01\RES-ORD\99-28_01.WPD(04-22-99) Page 9 • EXHIBIT H • TAX ABATEMENT AGREEMENT FOR PREMISES H • L:\COMDEV\ECODEV\WP-FILES\PROJECTS\PROSPECT\ZORROI\RES-ORD\99 28_01.WPD(04 22 99) Page 10 DRAFT 4-23-99 #4 [FORM AGREEMENT FOR THE SEVEN TAX ABATEMENT AGREEMENTS] STATE OF TEXAS § § COUNTY OF TARRANT § KNOW ALL MEN BY THESE PRESENTS: TAX ABATEMENT AGREEMENT Effective as of the latest execution date shown immediately prior to the signatures to this Agreement, the City of Southlake, Texas (the "City"), duly acting herein by and through its Mayor, MaguirePartners-Solana Limited Partnership, a Texas limited partnership ("Owner"), and The SABRE Group, Inc., a Delaware corporation ("SABRE"), hereby enter into this Tax Abatement Agreement (this "Agreement"). WITNESSETH: WHEREAS, the City Council of the City of Southlake, Texas (the "City Council"), has adopted a resolution stating that the City elects to be eligible to participate in tax abatement; and • WHEREAS, on the 4th day of May, 1999, the City Council adopted a Tax Abatement Policy (the "Abatement Policy"), attached hereto as Exhibit A and made a part hereof for all purposes; and WHEREAS, the Abatement Policy constitutes appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Property Redevelopment and Tax Abatement Act, Texas Tax Code, Sections 312.001 et seq., as amended (the "Code"); and WHEREAS, on the 4th day of May, 1999, the Premises (hereinafter defined) was designated as part of City of Southlake Reinvestment Zone No. 2 (the "Zone"); and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Southlake area, it is in the best interests of the citizens of the City to enter into this Agreement in accordance with said Abatement Policy and Code; and WHEREAS, the City Council finds that the contemplated use of the Premises, the contemplated Improvements (hereinafter defined) to the Premises in the amount as set forth in this Agreement and the other terms hereof are consistent with encouraging development of the Zone in accordance with the purposes for its creation and are in compliance with the Abatement Policy and the guidelines and criteria included therein, the Code and all other applicable laws; and • 1 011907.00005.0425952.06 S WHEREAS, this Agreement was authorized by Resolution of the City Council approved at its City Council meeting on the 4th day of May, 1999, authorizing the Mayor to execute this Agreement on behalf of the City; and WHEREAS, 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 in which the Premises are located; and WHEREAS, the parties contemplate that multiple tax abatement agreements for property within the Zone will be executed in connection with the expectation that the Global Premises will be developed as a corporate campus meeting the minimum requirements of the Abatement Policy; NOW, THEREFORE, the City for good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, which consideration includes the expansion of primary employment and the attraction of major investment in the Zone, which contributes to the economic development of the City and the enhancement of the tax base in the City, and the Owner and SABRE, for good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, which consideration includes the tax abatement set forth herein below, as authorized by the Code, do hereby contract, covenant and agree as follows: I. SGENERAL PROVISIONS A. The Owner will be, on or before the commencement of any tax abatement provided hereunder, the owner of that certain parcel of land described on Exhibit B attached hereto and made a part hereof for all purposes (the "Premises"). The Premises are located within the Zone, and the Premises are located within the City limits. B. The Premises are not in an improvement project financed by tax increment bonds. C. This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. D. None of the property subject to abatement of taxes under this Agreement is owned or leased by (i) any member of the City Council, or (ii) any member of a zoning or planning board or commission of the City. II. IMPROVEMENTS AND JOBS A. As a condition to the tax abatement provided herein, Owner shall make at a minimum (1) a $10,000,000 (Ten Million Dollars) Capital Investment on and within the Premises on or before the Abatement Start Date, and (2) an $80,000,000 (Eighty Million Dollars) Capital 0 Investment on and within the property described on Exhibit C attached hereto (the "Global Premises") by or before December 31, 2001 (which Capital Investment must include, at a 2 011907.00005:0425952.06 S minimum, Improvements consisting of at least 450,000 gross square feet of office structures to be occupied by SABRE and/or its Affiliate(s)). For purposes of this Article II, the term "Owner" means, collectively, the Owner of the Premises and each and every lessee entitled to abatement under Article VI of this Agreement. The approximate location(s) of Improvements to be located on the Premises is reflected on a preliminary site plan attached hereto as Exhibit C. For purposes of this Agreement, (1) the term "Improvements" shall mean any and all real property improvements to the Premises and shall include new buildings, structures and fixtures erected or affixed to land or existing real property, and (2) the term "Capital Investment" means an investment in Improvements and/or tangible personal property (other than inventory and supplies). For purposes of this Agreement, a Capital Investment in tangible personal property shall be considered to be made "on and within the Global Premises" (or "on and within the Premises") if the tangible personal property is located on such property (or on Improvements thereon) longer than temporarily or with the intent to be located on such property (or on Improvements thereon) longer than temporarily. B. As a further condition to the tax abatement provided herein, at least twenty-five percent (25%) of the Full-Time Individuals (defined below) working for SABRE at the Global Premises on each Testing Date (defined below) must reside in the County. For purposes of this Agreement, (1) the term "Full-Time Individual" means an individual who (a) holds a regular employment position that results in scheduled work of at least 35 hours per week and the provision of basic employee health care insurance at a reasonable rate, or (b) is an independent contractor who is scheduled to work at least 35 hours per week; (2) the term "Testing Date" 0 means the first business day on or after January 15 of each year of the tax abatement provided for in this Agreement, (3) the term "Affiliate" means, with respect to SABRE, any Person directly or indirectly controlled by SABRE Holdings, Inc., and (4) the term "Person" means an individual, partnership, limited liability company, corporation, joint venture, trust, business trust, association, or similar entity and the heirs, executors, legal representatives, successors and assigns of such entity where the context requires. As used in the definition of"Affiliate," the term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. C. As a further condition to the tax abatement provided herein, there shall be a minimum of 1,000 Full-Time Individuals working for SABRE and its Affiliates on the Global Premises on or before December 31, 2001. III. PROPERTY SUBJECT TO TAX ABATEMENT, RATE OF TAX ABATEMENT, TERM OF TAX ABATEMENT AND RELATED PROVISIONS A. A tax abatement, as described herein, shall be granted in each year of the abatement period on (i) the Premises, (ii) all Improvements constructed on the Premises, and (iii) tangible personal property located on the Premises, as follows: • 011907.00005.0425952.06 TO: Curtis E. Hawk, CityCiManty of ager Southlake, Texas MEMORANDUM April 23, 1999 IFROM: Greg Last, Director of Economic Development SUBJECT: Sabre Campus Headquarters Project Important Note: Within this packet there is a variety of information that is not subject to disclosure according to Section 312.003 of the Texas Tax Code. We have identified this Iinformation with yellow sheets or have labeled [Protected Information — Do not Disclose] next to the item (e.g. the executive summary). On behalf of Sabre, I please do not release any of this information. If you have any questions, feel free to contact me. Action Requested: Approval of the 1st reading of Ordinance 744, designating Reinvestment Zone Number Two. Discussion of various resolutions and agreements related to the Sabre Campus Headquarters Project Background Information: There have been several months of preliminary good-faith negotiations related to this project culminating in the packet before you. 11) Also included in this packet is a Tax Abatement Policy. A Policy of this type must be adopted prior to completion of all other documents. Financial Considerations: There is an extensive financial evaluation of the impact to the City included in your packet. Citizen Input/ Board Review: None required. Legal Review: The city attorneys have been significantly involved in reviewing and modifying the documents as enclosed. Alternatives: Approval, modified approval, denial. Supporting Documents: Please refer to the outline in front of the bound briefing document for a detailed summary of all included information. Also attached is the multi-party news release issued by Sabre Friday the 23`d Staff Recommendation: Consider all actions desired and approve if found appropriate. 0Approved for Submittal to City Council: C c H by Li-- City Manager's Office (.. I. , .. • -- — Jennifer Hudson News Release r Sabre _K Tel: 817 967 1859 A )ennIfer_hudson@sabre corn .g C o rn, C sfI�e ' c: " �h t•or Relca.cc. Friday. April 2 1, 1999 0 S a r Sabre Announces Plans For Formal Talks With the City of Southlake, Tarrant County, Maguire Partners r, 1,0 FORT WORTH. Texas-Sabre today announced that it will initiate formal discussions with the t� City of Southlake, !arrant County and Maguire Partners.a Los Angeles-based commercial real "Ki to estate developer. for the building of a new corporate campus. Pending approval of new zoning designations and a tax abatement package by the city and the county.officials at Sabre indicated °� o 2 u. their intent to finalize a deal with Southlake. The completion of the deal will depend on final a ~ approval by the company's board of directors. "We received enormous cooperation from officials in Southlake and Tarrant County, as well as those in other locations."said Carol Kelly. vice president of corporate services for Sabre. "After extensive research, we have decided Southlake represents the best choice for current and future employees, their families and the long-lean growth needs of the company." Various city and county meetings will take place through May l I in order to finalize the necessary city and county approvals. The Southlake City Council will hold a special meeting on April 27 to address various aspects of the negotiations. 'l'he City anticipates it will take final action at a meeting on May 4. Tarrant County officials begin proceedings May 4, with formal action expected May 1 I "The City of Southlake is very excited by the opportunity to continue and expand the corporate relationship with Sabre in Southlake,"said Rick Stacy, mayor of Southlake. "The corporate stature of Sabre matches the long-term aspirations of the City for development of the State Highway 114 corridor. particularly as it benefits the continued expansion of the nationally renowned Solana Development by Maguire Partners." "Sabre is a great company-we're delighted that they have made the choice to remain and expand in Tarrant County,- said Glen Whitley, the commissioner of Tarrant County, Precinct 3. "It is a dlcci;ion that will benefit not only the company and its employees. but also will mean many new Jobs for our county. Everyone wins with this deal" Sabre has signed a letter of intent with Maguire Partners for an area of land located in the Solana development at Highway 114 and Kirkwood Boulevard. Following the completion of the due diligence process, the company expects to finalize the land purchase. "We are delighted Sabre has selected Solana for its new corporate headquarters." said Tom Allen, partner of Maguire Partners. "Sabre is an innovative and dynamic company and its expanded presence here will be terrific for Southlake and Northeast Tarrant County." .more Proprietary Information Not Subject to TABLE 1 -UNADJUSTED TAX REVENUE Disclosure Pursuant to Chapter 12 of the Tax Code Sabre Campus Headquarters Project-04/27/99 A B C D E F G H I J K L M N O=LcM.N P=CrH*K,0 0 Land Building Real Property Personal Properly Value Value Sales Tax Revenue-1% TOTAL REVENUE Year Value' Tax Rev. Sq Feet Added Cumul Tax Rev Added Cumul. Tax Rev Facility Annual (Mil.Sj 0 422/$100 Added Cumul. (Mil.5) (Mil 5) 0 422/5100 (Mil.5) (Mil.5) 0 422/5100 Constr Ops. Eqpmt' Curnul Addition Cumul. 1999 $0.0 S0 0 0 $0 $0 $0 S0 $0 $0 SO $0 SO SO SO $0 2000 $6 3 $26.586 0 0 $0 $0 $0 $0 $0 SO $442,360 SO SO $442.360 $468,946 $468,946 2001 $6.3 $26.586 466,421 466,421 $0 $0 $0 $0 $0 $0 $55,000 51,919 $210,076 $266.995 $293.581 $762,527 2002 $6 3 $26.586 0 466,421 $88,472 $88.5 $373.352 S24.798 $24.8 5104,648 $100.945 51,919 $25.000 $127,864 $632,450 $1,394,977 2003 56 3 $26,586 154,545 620.966 $11.000 $99.5 $419.772 $3.000 $27.8 $117,308 $826.020 52.170 $46.515 $874.705 51.438.371 $2.833,348 2004 S6 3 $26.586 797,324 1,418.290 $20 189 $119.7 $504,969 $5.458 $33.3 $140,340 $216,510 $3,713 $371.462 $591,685 51,263,581 $4.096,929 2005 56 3 $26,586 202,812 1,621,102 $165.204 $284.9 $1,202.130 $43.994 $77.3 $325,995 $135.160 $3,986 $98.436 5237,582 S1.792,294 55.889,223 2006 S6 3 $26.586 122.987 1,744,089 $43.302 $328.2 $1,384.865 $11 650 $88.9 $375,158 $147.945 $4,300 S62.009 5214.254 52.000.862 $7.890,085 2007 $6 3 $26,586 129,948 1,874,037 $27.032 $355.2 $1,498,940 $7.335 $96.2 $406,112 $161,065 $4,631 $67.183 $232,879 S2,164,516 S10.054,602 2008 56 3 $26,586 137,838 2.011,875 $29.589 $384.8 $1,623,805 $7.949 $104.2 $439,656 $0 $4,982 $73.114 $78,096 $2,168,143 $12.222.745 2009 $6 3 526,586 0 2,011.875 532.213 $417.0 $1,759,744 $8 653 $112.8 $476,172 $0 54,982 SO 54,982 52,267,484 $14.490.229 2010 $6 3 $26,586 0 2,011,875 $0 5417.0 $1,759.744 $0 $112.8 $476,172 $0 54,982 SO $4,982 S2.267.484 516.757,713 2011 56 3 526.586 0 2,011,875 50 $417.0 S1,759.744 SO $112.8 5476,172 S0 54,982 SO 54.982 $2,267.484 $19.025,197 2012 56 3 $26.586 0 2011.875 $0 $417 0 $1,759.744 SO $112.8 $476,172 $0 S4.982 SO $4.982 S2.267,484 $21 292,681 2013 S63 S26,586 0 2.011.875 $0 $4170 $1,759,744 $0 $112.8 $476,172 $0 54,982 SO $4.982 $2.267,484 $23.560.165 2014 56 3 S26.586 0 2,011,875 $0 $417 0 $1.759,744 $0 5112 8 $476.172 50 $4,982 $0 S4.982 S2.267.484 525.827.649 2015 $63 $26.586 0 2.011.875 $0 $4170 $1,759.744 SO 5112,8 5476.172 $0 $4,982 50 54,982 52.267,484 S28.095,133 2016 56 3 $26.586 0 2.011.875 $0 $417 0 $1.759,744 $0 $112.8 5476.172 $0 54,982 Si) $4.982 $2.267,484 $30,362,617 2017 $6 3 526,586 0 2,011,875 $0 $417.0 $1,759.744 S0 $112.8 $476,172 $0 $4,982 SO $4,982 $2.267,484 $32.630.101 2018 $6 3 526.586 0 2.011,875 $0 $4170 $1,759.744 50 $112.8 $476,172 SO $4,982 SO S4,982 $2.267,484 $34.897.585 2019 S63 S26,586 0 2,011,875 50 $4170 $1,759,744 S0 $112.8 5476,172 $0 S4.982 SO 54.982 $2,267,484 S37.165,069 — Assumptions (L)Construction material sales tax revenue is derived from 50 percent of Building value(F)X 0.01. Note.other 50 percent of(F)is labor cost Ni( Equipment sales tax revenue represents revenue related to Project Zorro's purchase of equipment for the Southlake facility (L)thru(N)calculated on One Percent General Fund Sales Tax, Does not include One Percent allocated to SPDC and CCPD I tcomdev\ecodev\wp-files\protects\prospecrzorro 1'';analysis\rev8 xls TABLE 2 - SERVICE COST SUMMARY Sabre Campus Headquarters Project - 04/23/99 Proprietary information Not Subject to Disclosure Pursuant to Chapter 312 of the Tax Code A B C D E F G H I J K=B thru J City TOTAL Year Public Safety Public Community Economic Mngr.'s SERVICE Fire Police Support Bldg. Insp. Works Services Planning Devlpmt. Office COSTS 1999 $778 $0 $0 $48,068 $0 $0 $0 $0 $0 $48,846 2000 $12,441 $0 $0 $0 $0 $0 $0 $0 $0 $12,441 2001 $41,891 $8,392 $0 $14,881 $54,000 $0 $0 $0 $0 $119,164 2002 $46,317 $8,811 $0 $68,481 $0 $0 $0 $0 $0 $123,609 2003 $70,844 $9,252 $0 $18,881 $0 $0 $0 $0 $0 $98,977 2004 $87,186 $64,114 $0 $18,881 $0 $0 $0 $0 $0 $170,181 2005 $90,832 $67,320 $0 $18,881 $0 $0 $0 $0 $0 $177,033 2006 $98,038 $67,320 $0 $18,881 $0 $0 $0 $0 $0 $184,239 2007 $105,627 $67,320 $0 $0 $0 $0 $0 $0 $0 $172,947 2008 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2009 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2010 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2011 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2012 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2013 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2014 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2015 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2016 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2017 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2018 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 2019 $108,720 $67,320 $0 $0 $0 $0 $0 $0 $0 $176,040 Assumptions: See attached divisional worksheets for specifics I:\comd odev\wp-files\projects\prospect\zorro1\analysis\mstrcost.xis • TABLE 2A - FIRE SERVICES DIVISION Sabre Campus Headquarters Project - 04/23/99 Proprietary Information Not Subject to I Disclosure Pursuant to Chapter 312 of the Tax Code A B C D E F G H I J K=G thru J Facilities Employment Annual Cost On-Site Facility Sq. Feet Const. Emplys. Annual ANNUAL Year added Cumul. Empls. Added Total Equipment Personnel Other Other COST 1999 0 0 55 0 55 $0 $778 $0 $0 $778 2000 0 0 877 0 877 $0 $12,441 $0 $0 $12,441 2001 466,421 466,421 0 2,953 2,953 $0 $41,891 $0 $0 $41 ,891 2002 0 466,421 312 0 3,265 $0 $46,317 $0 $0 $46,317 2003 154,545 620,966 1,655 386 4,994 $0 $70,844 $0 $0 $70,844 2004 797,324 1 ,418,290 433 2,374 6,146 $0 $87,186 $0 $0 $87,186 2005 202,812 1,621,102 270 420 6,403 $0 $90,832 $0 $0 $90,832 2006 122,987 1,744,089 296 482 6,911 $0 $98,038 $0 $0 $98,038 2007 129,948 1,874,037 322 509 7,446 $0 $105,627 $0 $0 $105,627 2008 137,838 2,011,875 540 7,664 $0 $108,720 $0 $0 $108,720 2009 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 2010 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 2011 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 2012 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 2013 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 2014 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 2015 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 2016 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 2017 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 2018 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 2019 0 2,011,875 0 7,664 $0 $108,720 $0 $0 $108,720 Assumptions: (H) Assumes 333 calls/year for each 5000 employees; Average call cost is $213 (D) For 1999, assume 219 construction employees working for one quarter Employment excludes 1755 currently working at Solana and existing 400,000 SF I:\com odev\wp-files\projects\prospect\analysis\firecost xls110 II_ • 4 TABLE 2B - POLICE SERVICES DIVISION Sabre Campus Headquarters Project - 04/23/99 Proprietary Information Not Subject to Disclosure Pursuant to Chapter 312 of the Tax Code A B C D E F G H I J K=G thru J Facilities Employment Annual Cost On-Site Facility Sq. Feet Const. Emplys. ANNUAL Year added Cumul. Empls. Added Cumul. Equipment Personnel Other Other COST 1999 0 0 55 0 55 $0 $0 $0 $0 $0 2000 0 0 877 0 877 $0 $0 $0 $0 $0 2001 466,421 466,421 0 2,953 2,953 $0 $8,392 $0 $0 $8,392 2002 0 466,421 312 0 3,265 $0 $8,811 $0 $0 $8,811 2003 154,545 620,966 1,655 386 4,994 $0 $9,252 $0 $0 $9,252 2004 797,324 1,418,290 433 2,374 6,146 $0 $64,114 $0 $0 $64,114 2005 202,812 1,621,102 270 420 6,403 $0 $67,320 $0 $0 $67,320 2006 122,987 1,744,089 296 482 6,911 $0 $67,320 $0 $0 $67,320 2007 129,948 1,874,037 322 509 7,446 $0 $67,320 $0 $0 $67,320 2008 137,838 2,011,875 540 7,664 $0 $67,320 $0 $0 $67,320 2009 0 2,011,875 0 7,664 $0 $67,320 $0 $0 $67,320 2010 0 2,011,875 0 7,664 $0 $67,320 $0 $0 $67,320 2011 0 2,011,875 0 7,664 $0 $67,320 $0 $0 $67,320 2012 0 2,011,875 0 7,664 $0 $67,320 $0 $0 $67,320 2013 0 2,011,875 0 7,664 $0 $67,320 $0 $0 $67,320 2014 0 2,011,875 0 7,664 $0 $67,320 $0 $0 $67,320 2015 0 2,011,875 0 7,664 $0 $67,320 $0 $0 $67,320 2016 0 2,011 ,875 0 7,664 $0 $67,320 $0 $0 $67,320 2017 0 2,011,875 0 7,664 $0 $67,320 $0 $0 $67,320 2018 0 2,011,875 0 7,664 $0 $67,320 $0 $0 $67,320 2019 0 2,011,875 0 7,664 $0 $67,320 $0 $0 $67,320 Assumptions: Employment excludes 1755 currently working at Solana and existing 400,000 SF (H) Assumes no additional costs required during 1999 and 2000 construction period (H) Assumes 25% traffic officer 2001-2003; PSO and 50% traffic officer for 2004 on I \cornd odev\wp-files\projects\prospect\analysis\police xls • III- TABLE 2C - PUBLIC WORKS DEPARTMENT Sabre Campus Headquarters Project - 04/23/99 Proprietary Information Not Subject to Disclosure Pursuant to Chapter 312 of the Tax Code A B C D E F G H I J K=G thru J Facilities Employment Annual Cost On-Site Facility Sq. Feet Const. Emplys. ANNUAL Year added Cumul. Empls. Added Cumul. Equipment Personnel Other Other COST 1999 0 0 55 0 55 $0 $0 $0 $0 $0 2000 0 0 877 0 877 $0 $0 $0 $0 $0 2001 466,421 466,421 0 2,953 2,953 $30,000 $19,000 $5,000 $0 $54,000 2002 0 466,421 312 0 3,265 $0 $0 $0 $0 $0 2003 154,545 620,966 1 ,655 386 4,994 $0 $0 $0 $0 $0 2004 797,324 1 ,418,290 433 2,374 6,146 $0 $0 $0 $0 $0 2005 202,812 1 ,621 ,102 270 420 6,403 $0 $0 $0 $0 $0 2006 122,987 1,744,089 296 482 6,911 $0 $0 $0 $0 $0 2007 129,948 1 ,874,037 322 509 7,446 $0 $0 $0 $0 $0 2008 137,838 2,011 ,875 540 7,664 $0 $0 $0 $0 $0 2009 0 2,011 ,875 0 7,664 $0 $0 $0 $0 $0 2010 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2011 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2012 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2013 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2014 0 2,011 ,875 0 7,664 $0 $0 $0 $0 $0 2015 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2016 0 2,011 ,875 0 7,664 $0 $0 $0 $0 $0 2017 0 2,011 ,875 0 7,664 $0 $0 $0 $0 $0 2018 0 2,011 ,875 0 7,664 $0 $0 $0 $0 $0 2019 0 2,011 ,875 0 7,664 $0 $0 $0 $0 $0 Assumptions: Employment excludes 1755 currently working at Solana and existing 400,000 SF (G-I) Assumes hiring a new employee and dedicating at half year; only water work in year 1; no further public infrastructure for out years that cannot be handled with regular staff I.\comd odev\wp-files\projects\prospect\analysis\pubwi ks xls111 I. • TABLE 2D - BUILDING INSPECTIONS DIVISION Sabre Campus Headquarters Project - 04/23/99 Proprietary Information Not Subject to I Disclosure Pursuant to Chapter 312 of the Tax Code _ A B C D E F G H I J K=G thru J Facilities Employment Annual Cost On-Site Facility Sq. Feet Const. Emplys. ANNUAL Year added Cumul. Empls. Added Cumul. Equipment Personnel Plan Review Other COST 1999 0 0 55 0 55 $0 $0 $48,068 $0 $48,068 2000 0 0 877 0 877 $0 $0 $0 $0 $0 2001 466,421 466,421 0 2,953 2,953 $0 $0 $14,881 $0 $14,881 2002 0 466,421 312 0 3,265 $0 $0 $68,481 $0 $68,481 2003 154,545 620,966 1,655 386 4,994 $0 $0 $18,881 $0 $18,881 2004 797,324 1,418,290 433 2,374 6,146 $0 $0 $18,881 $0 $18,881 2005 202,812 1,621,102 270 420 6,403 $0 $0 $18,881 $0 $18,881 2006 122,987 1,744,089 296 482 6,911 $0 $0 $18,881 $0 $18,881 2007 129,948 1,874,037 322 509 7,446 $0 $0 $0 $0 $0 2008 137,838 2,011,875 540 7,664 $0 $0 $0 $0 $0 2009 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2010 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2011 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2012 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2013 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2014 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2015 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2016 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2017 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2018 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 2019 0 2,011,875 0 7,664 $0 $0 $0 $0 $0 Assumptions: Employment excludes 1755 currently working at Solana and existing 400,000 SF (I) Assumes costs associated with external review of plans; plans reviewed two years prior to occupancy I:\com odev\wp-files\projects\prospect\analysis\bldg-in.xls • isII TABLE 3 - INFRASTRUCTURE COST Sabre Campus Headquarters Project - 04/23/99 Proprietary Information Not Subject to Disclosure Pursuant to Chapter 312 of the Tax Code A B C D E F G H=B thru G TOTAL Year INFRASTR. Streets Sewer Water Drainage Other Other COSTS 1999 $0 $0 $0 $0 $0 $0 $0 2000 $0 $0 $168,000 $0 $0 $0 $168,000 2001 $5,000 $0 $0 $0 $0 $0 $5,000 2002 $0 $0 $0 $0 $0 $0 $0 2003 $0 $0 $0 $0 $0 $0 $0 2004 $0 $0 $168,000 $0 $0 $0 $168,000 2005 $0 $0 $0 $0 $0 $0 $0 2006 $0 $0 $0 $0 $0 $0 $0 2007 $0 $0 $0 $0 $0 $0 $0 2008 $0 $0 $0 $0 $0 $0 $0 2009 $0 $0 $0 $0 $0 $0 $0 2010 $0 $0 $0 $0 $0 $0 $0 2011 $0 $0 $0 $0 $0 $0 $0 2012 $0 $0 $0 $0 $0 $0 $0 2013 $0 $0 $0 $0 $0 $0 $0 2014 $0 $0 $0 $0 $0 $0 $0 2015 $0 $0 $0 $0 $0 $0 $0 2016 $0 $0 $0 $0 $0 $0 $0 2017 $0 $0 $0 $0 $0 $0 $0 2018 $0 $0 $0 $0 $0 $0 $0 2019 $0 $0 $0 $0 $0 $0 $0 Assumptions: B-2001 - $5,000 for T.W. King Interim Patchwork D-2000 - $168,000 for 2100 LF of 12 inch water line @ $80/LF D-2004 - $168,000 for 2100 LF of Phase 2 12 inch water line @ $80/LF I \com dev\wp-files\projects\prospect\zorrol\analysis\infra$ xls01 • • TABLE 4-DEVELOPMENT FEES SUMMARY Sabre Campus Headquarters Project-04/23/99 Proprietary Information Not Subject to Disclosure Pursuant to Chapter 312 of the Tax Code A B C D E=C+D F G H I J=F thru I _ K L M N=L+M 0 P=E+J+N+O Engineering Const. ANNUAL Building Building Inspection Impact Const. Insp. Admin. Planning GRAND Year S.F. Building M,E&P Total Water Sewer Roadway Park Total Value (2%) (3%) Total Submittals TOTAL Dedication r` T 1999 0 $157,647 $7,882 $165,529 $32,715 $18,075 $522,090 $124,000 $696,880 $80,000 $1,600 $2,400 $4,000 $10,540 $876,949 2000 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2001 466,421 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $1,080 $1,080 2002 0 $52,235 $2,612 $54,847 $32,715 $18,075 $172,991 $0 $223,781 $80,000 $1,600 $2,400 $4,000 $3,080 $285,708 2003 154,545 $269,490 $13,475 $282,965 $32,715 $18,075 $892,488 $0 $943,278 $80,000 $1,600 $2,400 $4,000 $1,240 $1,231,483 2004 797,324 $68,549 $3,428 $71,977 $32,715 $18,075 $227,018 $0 $277,808 $80,000 $1,600 $2,400 $4,000 $960 $354,745 2005 202,812 $41,569 $2,078 $43,647 $32,715 $18,075 $137,666 $0 5188,456 $80,000 $1,600 $2,400 $4,000 $1,000 $237,103 2006 122,987 $43,922 $2,196 $46,118 $32,715 $18,075 $145,458 $0 $196,248 $80,000 $1,600 $2,400 $4,000 $1,040 $247,406 2007 129,948 $46,588 $2,329 $48,917 $32,715 $18,075 $154,289 $0 $205,079 $80,000 $1,600 $2,400 $4,000 $0 $257,996 2008 137,838 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2009 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2010 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2011 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 SO SO 2012 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2013 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2014 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2015 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2016 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $o $0 $0 2017 0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2018 0 $0 $0 $0 $0 $0 $0 SO S0 $0 $0 S0 $0 SO $0 2019 0 $0 SO $0 $0 $0 SO SO SO SO $0 $0 $0 SO $0 TOTAL 2,011,875 $680,000 I $34,000 I $714,000 $229,005 I $126,525 I $2,252,000 I $124,000 I $2,731,530 $560,000 I $11,200 I $16,800 I, $28,000 $18,940 $3,492,470+ 7\ssumptionsTlass A Office Space on 152 acres built in /pfiases over bi years identified above Building Inspection,Impact and Engineering fees paid at time of permitting,Planning fees paid two years prior to occupancy (F) assume 1 -6 inch and 1 -2 inch water meter for each program year (G).assume 1 sanitary sewer tap for each program year (J)thru(L):based on approx.$80,000/program year of internal public water lines I\comdev\ecodev\wp-files\projects\prospect\analysis\fees4.xls a • • • TABLE 5 - UNADJUSTED REVENUES/COSTS Sabre Campus Headquarters Project - 04/27/99 Proprietary Information Not Subject to Disclosure Pursuant to Chapter 12 of the Tax Code A B C D E F G=B thru F H I J=H+I K=G-J L REVENUES COSTS Personal Year Real Property Development TOTAL TOTAL REV/COST DIFFERENCE Land Tax Sales Tax Property Tax Tax Fees REVENUE Infras. Service COSTS Annual Cumul. - 1999 $0 $0 $0 $0 $876,949 $876,949 $0 $48,846 $48,846 $828,103 $828,103 2000 $26,586 $442,360 $0 $0 $0 $468,946 $168,000 $12,441 $180,441 $288,505 $1,116,608 2001 $26,586 $266,995 $0 $0 $1,080 $294,661 $5,000 $119,164 $124,164 $170,497 $1,287,105 2002 $26,586 $127,864 $373,352 $104,648 $285,708 $918,158 $0 $123,609 $123,609 $794,549 $2,081,654 2003 $26,586 $874,705 $419,772 $117,308 $1,231,483 $2,669,854 $0 $98,977 $98,977 $2,570,877 $4,652,531 2004 $26,586 $591,685 $504,969 $140,340 $354,745 $1,618,325 $168,000 $170,181 $338,181 $1,280,144 $5,932,675 2005 $26,586 $237,582 $1,202,130 $325,995 $237,103 $2,029,396 $0 $177,033 $177,033 $1,852,363 $7,785,038 2006 $26,586 $214,254 $1,384,865 $375,158 $247,406 $2,248,269 $0 $184,239 $184,239 $2,064,030 $9,849,068 2007 $26,586 $232,879 $1,498,940 $406,112 $257,996 $2,422,513 $0 $172,947 $172,947 $2,249,566 $12,098,634 2008 $26,586 $78,096 $1,623,805 $439,656 $0 $2,168,143 $0 $176,040 $176,040 $1,992,103 $14,090,737 2009 $26,586 $4,982 $1,759,744 $476,172 $0 $2,267,484 $0 $176,040 $176,040 $2,091,444 $16,182,181 2010 $26,586 $4,982 $1,759,744 $476,172 $0 $2,267,484 $0 $176,040 $176,040 $2,091,444 $18,273,625 2011 $26,586 $4,982 $1,759,744 $476,172 $0 $2,267,484 $0 $176,040 $176,040 $2,091,444 $20,365,069 2012 $26,586 $4,982 $1,759,744 $476,172 $0 $2,267,484 $0 $176,040 $176,040 $2,091,444 $22,456,513 2013 $26,586 $4,982 $1,759,744 $476,172 $0 $2,267,484 $0 $176,040 $176,040 $2,091,444 $24,547,957 2014 $26,586 $4,982 $1,759,744 $476,172 $0 $2,267,484 $0 $176,040 $176,040 $2,091,444 $26,639,401 2015 $26,586 $4,982 $1,759,744 $476,172 $0 $2,267,484 $0 $176,040 $176,040 $2,091,444 $28,730,845 2016 $26,586 $4,982 $1,759,744 $476,172 $0 $2,267,484 $0 $176,040 $176,040 $2,091,444 $30,822,289 2017 $26,586 $4,982 $1,759,744 $476,172 $0 $2,267,484 $0 $176,040 $176,040 $2,091,444 $32,913,733 2018 $26,586 $4,982 $1,759,744 $476,172 $0 $2,267,484 $0 $176,040 $176,040 $2,091,444 $35,005,177 2019 $26,586 $4,982 $1,759,744 $476,172 $0 $2,267,484 $0 $176,040 $176,040 $2,091,444 $37,096,621 Assumptions: Consolidation of information from Tables 1, 2, 3 and 4 I:\com codev\wp-files\projects\prospect\zorro1\analysis\profit6xls • TABLE 6-ADJUSTED TAX REVENUES Proprietary Information Not Subject to Sabre Campus Headquarters Project-O4/27/99 Disclosure Pursuant to Chapter 12 of the Tax Code A B C D E F G H 1 J K L M N O P 0=Px50 R S T=P•O,•R•S ll-C•,•;•T V Land Building Real Property Personal Property Value Abated Taxable adjusted 'lalue Abated Taxable Adjusted Sales-10, TOTAL TAX REVENUE Year Value• Tax Rev Sq Feet Added Cumul Value Value Tax Rev Added Cumul Value Value Tax Rev Refunded Facility Adjusted Annual Md 5, 0 422'5100 Added Cumul iMd Si (Mil 51 iMd Sr iMil Sr J 422 5100 Mu Si (Mil Si (Mil Si (Mil Si 0 422;5100 Constr Value Ops Egpmt Total Add4:bn Cumul 1999 50 0 $0 0 0 50 SO SO SO $0 SO SO S0 SO SO $0 SO SO SO SO SO SO 2000 56 3 526.586 0 0 50 50 50 S0 SO SO SO $0 SO $0 5442,360 5221.180 SO SO 5221.180 $247 766 5247 766 2001 563 526.586 466.421 466.421 SO 50 SO SO SO SO SO 50 50 SO 555,000 $27.500 $1,919 5210 076 5239 495 5266 081 5513 847 2002 563 526.586 0 466.421 588 472 5885 5796 588 S37 335 524 798 5248 5223 525 510.465 5100.945 550 473 51.919 525 000 577.392 5151 777 5665 624 2003 563 S26 586 154 545 620 966 511 000 5995 5895 599 Sat 977 53 000 S27 8 5250 528 511731 5826.020 $413 010 52,170 546.515 $461 695 554. 989 51 207 613 2004 563 526 586 797.324 1.418.290 $20 189 S119 7 51077 5120 550 497 S5 458 5333 5299 533 $14 034 S216.510 5108,255 53 713 5371 462 5483 430 5574 547 St 782 160 2005 56 3 526.586 202.812 1.621 102 $165 204 52849 52564 5285 5120 213 543 994 5773 5695 577 532 600 5135 160 567.580 $3.986 598 436 5170.002 5349 401 52 131 561 2006 563 S26.586 122 987 1 744.089 543 302 53282 52954 532 8 5138 486 511 650 5889 5800 589 537.516 5147 945 573 973 54 300 562.009 $140 282 5342 370 52 474 431 2007 563 526.586 129 948 1 874.037 527 032 53552 53197 5355 5149 894 S7 335 5962 5866 596 S40.611 5161.065 $80 533 $4631 567 183 5152 347 5369 438 32 843 868 2008 56 3 526.586 137 838 2.011.875 529 589 53848 53463 5385 $162 381 57 949 5104 2 5938 S10 4 543 966 SO S0 54 982 573.114 578 096 5311 028 53 154 896 2009 563 526 586 0 2011.875 532 213 54170 53753 541 7 5175.974 58653 51128 5101 6 511 3 547 617 SO SO 54982 SO 54982 5255 160 53 410 356 2010 56 3 526 586 0 2011 875 SO 54170 53753 $41 7 S I75.974 S0 51128 5101 6 511 3 S47 617 SO 50 54 982 50 54 982 5255 160 53 665 215 2011 563 526 586 0 2011 875 SO 54170 53753 $41 7 $175 974 SO 51128 51015 511 3 547 617 SO 50 54982 SC 54 982 5255 160 $3 920 375 2012 563 526.586 0 2,011,875 S0 5417 0 53285 588 5 5373.352 S0 $112.8 5880 524 8 5104,648 50 50 $4.982 50 $4.982 5509.567 54.429.943 2013 563 $26.586 0 2.011,675 SO $4170 $3175 5995 5419,772 S0 51128 5850 $27.8 5117,308 SO SO $4,982 SO 54.982 5568647 $4.998 590 2014 56.3 $26,586 0 2.011.875 50 5417 0 $297.3 $119.7 S504,969 SO 5112.8 $79.6 $33.3 $140,340 $0 $0 $4,982 $0 $4,982 $676.878 55,675.468 2015 563 $26.586 0 2,011,875 50 $4170 5132.1 $284.9 S1.202.130 50 $1128 5356 577 3 5325,995 SO S0 $4,982 SO $4,982 $1,559 693 $7,235.161 2016 S63 526,586 0 2.011.875 SO $4170 $888 $3282 51,384,865 SO $112.8 $239 5889 5375.158 SO SO $4,982 SO 54.982 51,791.591 59.026,752 2017 563 526,586 0 2.011,875 S0 $417 0 561 8 $3552 51.498,940 SO 5112.8 $166 $96.2 5406,112 SO SO $4,982 SO 54,982 51,936,619 510.963 371 2018 56.3 526.586 0 2.011.875 $0 $417.0 $32.2 $384 8 51,623.805 SO $112 8 $8.7 $1042 $439.656 SO SO $4,982 SO 54,982 52.095 030 513.058 401 2019 563 S26,586 0 2.011 875 SO 5417 0 50.0 5417.0 S1.759.744 SO 5112 8 S0 0 5112.8 5476.172 SO 50 $4,982 SO 54 982 52 267 484 515 325 886 AssumbmdnS For each new program year a separate 10 year tax abatement.s adopted First 10 year abatement awarded in 2002 in 2012 city starts receiving 100%property tax revenue for 2002 budding iF.thru tJ) assumes 90%abatement on Real Property for 10 years for each program year 1K)thru IOr assumes 90"Sr abatement on Personal Property for 10 years for each program year Does not include any sales lax revenues from Project Zorro's products or services produced 1Or represents refund of 50 percent of 1 percent General Fund sales tax revenue on constructiombudding materials administered through Chapter 380 agreement I tcomdev\ecodevlwp-hles'projects\prospecttzorrot nanalysis\adj-rev4 xls a a • TABLE 7 - ADJUSTED REVENUES/COSTS Sabre Campus Headquarters Project - 04/27/99 Proprietary Information Not Subject to Disclosure Pursuant to Chapter 12 of the Tax Code A B C D E F G=B thru F H I J=H+I K=G-J L REVENUES COSTS Year Real Personal Development TOTAL TOTAL REV/COST DIFFERENCE Land Tax Sales Tax Property Tax Property Tax Fees REVENUE Infra. Service COSTS Annual Cumul. 1999 $0 $0 $0 $0 $876,949 $876,949 $0 $48,846 . $48,846 $828,103 $828,103 2000 $26,586 $221,180 $0 $0 $0 $247,766 $168,000 $12,441 $180,441 $67,325 $895,428 2001 $26,586 $239,495 $0 $0 $1,080 $267,161 $5,000 $119,164 $124,164 $142,997 $1,038,425 2002 $26,586 $77,392 $37,335 $10,465 $285,708 $437,486 $0 $123,609 $123,609 $313,877 $1,352,302 2003 $26,586 $461,695 $41,977 $11,731 $1,231,483 $1,773,472 $0 $98,977 $98,977 $1,674,495 $3,026,797 2004 $26,586 $483,430 $50,497 $14,034 $354,745 $929,292 $168,000 $170,181 $338,181 $591,111 $3,617,908 2005 $26,586 $170,002 $120,213 $32,600 $237,103 $586,504 $0 $177,033 $177,033 $409,471 $4,027,379 2006 $26,586 $140,282 $138,486 $37,516 $247,406 $590,276 $0 $184,239 $184,239 $406,037 $4,433,416 2007 $26,586 $152,347 $149,894 $40,611 $257,996 $627,434 $0 $172,947 $172,947 $454,487 $4,887,903 2008 $26,586 $78,096 $162,381 $43,966 $0 $311,029 $0 $176,040 $176,040 $134,989 $5,022,892 2009 $26,586 $4,982 $175,974 $47,617 $0 $255,159 $0 $176,040 $176,040 $79,119 $5,102,011 2010 $26,586 $4,982 $175,974 $47,617 $0 $255,159 $0 $176,040 $176,040 $79,119 $5,181,130 2011 $26,586 $4,982 $175,974 $47,617 $0 $255,159 $0 $176,040 $176,040 $79,119 $5,260,249 2012 $26,586 $4,982 $373,352 $104,648 $0 $509,568 $0 $176,040 $176,040 $333,528 $5,593,777 2013 $26,586 $4,982 $419,772 $117,308 $0 $568,648 $0 $176,040 $176,040 $392,608 $5,986,385 2014 $26,586 $4,982 $504,969 $140,340 $0 $676,877 $0 $176,040 $176,040 $500,837 $6,487,222 2015 $26,586 $4,982 $1,202,130 $325,995 $0 $1,559,693 $0 $176,040 $176,040 $1,383,653 $7,870,875 2016 $26,586 $4,982 $1,384,865 $375,158 $0 $1,791,591 $0 $176,040 $176,040 $1,615,551 $9,486.426 2017 $26,586 $4,982 $1,498,940 $406,112 $0 $1,936,620 $0 $176,040 $176,040 $1,760,580 $11,247,006 2018 $26,586 $4,982 $1,623,805 $439,656 $0 $2,095,029 $0 $176,040 $176,040 $1,918,989 $13,165,995 2019 $26,586 $4,982 $1,759,744 $476,172 $0 $2,267,484 $0 $176,040 $176,040 $2,091,444 $15,257,439 Assumptions includes 10 year real and personal property tax abatement at 90 percent for each program year, and 50 percent refund of the 1 percent General Fund Sales Tax on construction/building materials Consolidation of information from Tables 2, 3, 4 and 6 I:\com codev\wp-files\projects\prospect\zorro1\analysis\rev-cost5.xlsIII TABLE 8 - CARROLL ISD TAX REVENUE Proprietary Information Not Subject to Sabre Campus Headquarters Project -04/27/99 Disclosure Pursuant to Chapter 12 of the Tax Code A B C D E F G H I J K L=C+H+K M Land Building Real Property Personal Property Value Value TOTAL REVENUE Year Value Tax Rev. Sq. Feet Added Cumul. Tax Rev. Added Cumul. Tax Rev. Annual (Mil. $) 1.74/$100 Added Cumul. (Mil. $) (MU. $) 1.74/$100 (Mil. $) (Mil. $) 1.74/$100 Addition Cumul. 1999 $0.0 $0 0 0 $0 $0 $0 $0 $0 $0 $0 $0 2000 $6.3 $109,620 0 0 $0 $0 $0 $0 $0 $0 $109,620 $109,620 2001 $6.3 $109,620 466,421 466,421 $0 $0 $0 $0 $0 $0 $109,620 $219,240 2002 $6.3 $109,620 0 466,421 $88.472 $88.5 $1,539,413 $24.798 $24.8 $431,485 $2,080,518 $2,299,758 2003 $6.3 $109,620 154,545 620,966 $11.000 $99.5 $1,730,813 $3.000 $27.8 $483,685 $2,324,118 $4,623,876 2004 $6.3 $109,620 797,324 1,418,290 $20.189 $119.7 $2,082,101 $5.458 $33.3 $578,654 $2,770,376 $7,394,252 2005 $6.3 $109,620 202,812 1,621,102 $165.204 $284.9 $4,956,651 $43.994 $77.3 $1,344,150 $6,410,421 $13,804,673 2006 $6.3 $109,620 122,987 1,744,089 $43.302 $328.2 $5,710,106 $11.650 $88.9 $1,546,860 $7,366,586 $21,171,259 2007 $6.3 $109,620 129,948 1,874,037 $27.032 $355.2 $6,180,463 $7.335 $96.2 $1,674,489 $7,964,572 $29,135,830 2008 $6.3 $109,620 137,838 2,011,875 $29.589 $384.8 $6,695,311 $7.949 $104.2 $1,812,802 $8,617,733 $37,753,563 2009 $6.3 $109,620 0 2,011,875 $32.213 $417.0 $7,255,817 $8.653 $112.8 $1,963,364 $9,328,801 $47,082,364 2010 $6.3 $109,620 0 2,011,875 $0 $417.0 $7,255,817 $0 $112.8 $1,963,364 $9,328,801 $56,411,165 2011 $6.3 $109,620 0 2,011,875 $0 $417.0 $7,255,817 $0 $112.8 $1,963,364 $9,328,801 $65,739,967 2012 $6.3 $109,620 0 2,011,875 $0 $417.0 $7,255,817 $0 $112.8 $1,963,364 $9,328,801 $75,068,768 2013 $6.3 $109,620 0 2,011,875 $0 $417.0 $7,255,817 $0 $112.8 $1,963,364 $9,328,801 $84,397,569 2014 $6.3 $109,620 0 2,011,875 $0 $417.0 $7,255,817 $0 $112.8 $1,963,364 $9,328,801 $93,726,370 2015 $6.3 $109,620 0 2,011,875 $0 $417.0 $7,255,817 $0 $112.8 $1,963,364 $9,328,801 $103,055,171 2016 $6.3 $109,620 0 2,011,875 $0 $417.0 $7,255,817 $0 $112.8 $1,963,364 $9,328,801 $112,383,973 2017 $6.3 $109,620 0 2,011,875 $0 $417.0 $7,255,817 $0 $112.8 $1,963,364 $9,328,801 $121,712,774 2018 $6.3 $109,620 0 2,011,875 $0 $417.0 $7,255,817 $0 $112.8 $1,963,364 $9,328,801 $131,041,575 2019 $6.3 $109,620 0 2,011,875 $0 $417.0 $7,255,817 $0 $112.8 $1,963,364 $9,328,801 $140,370,376 I:\con codev\wp-files\projects\prospect\zorrol\analysis\cisdl.xls • S (1) The Premises and all Improvements constructed thereon shall be subject to tax abatement to the extent the market value thereof, as reflected on the tax rolls of Tarrant Appraisal District (the "Tax Rolls") in each such year, exceeds the value thereof, as reflected on the Tax Rolls, for the year in which this Agreement is executed. (2) All tangible personal property located on the Premises shall be subject to tax abatement as provided herein, excluding (a) inventory and supplies, (b) tangible personal property located on the Premises before the execution of this Agreement, and (c) tangible personal property which has been on the Tax Rolls in Tarrant County for a prior year and which is moved to the Premises from a location in Tarrant County outside the Global Premises. B. The tax abatement rate under this Agreement for each year of the tax abatement period shall be ninety percent (90%) of the portion of the value of the Premises, Improvements and tangible personal property that are subject to abatement, as set forth in paragraphs A(1) and (2) of this Article III. Notwithstanding the immediately preceding sentence to the contrary, the tax abatement rate for any year shall be lowered to (1) 80% if the SABRE Tarrant Personnel Number (defined below) for such year is between 3,500 and 3,999; (2) 70% if the SABRE Tarrant Personnel Number for such year is between 3,000 and 3,499; (3) 60% if the SABRE Tarrant Personnel Number for such year is between 2,500 and 2,999; and (4) 50% if the SABRE Tarrant Personnel Number for such year is less than 2,500. For purposes of this Agreement, the term "SABRE Tarrant Personnel" means a Full-Time Individual working for SABRE or its Affiliate 0 who is primarily working at a site located in Tarrant County (i.e., on the Global Premises or any other SABRE or subsidiary location in Tarrant County). For purposes of this Agreement, the term "SABRE Tarrant Personnel Number" means, with respect to any year, the mean average of the number of SABRE Tarrant Personnel on January 15 of such year and July 15 of such year. C. A ten (10) year tax abatement period is hereby granted. This period of abatement shall commence on January 1 of the first year following the calendar year in which a certificate of occupancy is issued by the City for an Improvement to the Premises (the "Abatement Start Date"); provided, however, that the Abatement Start Date cannot be after January 1, 2008. D. A portion or all of the Premises, the Improvements, and/or personal property located on the Premises may be eligible for complete or partial exemption from ad valorem taxes, as a result of existing law or future legislation. This Agreement is not to be construed as evidence that no such exemptions apply to the Premises, Improvements or personal property located on the Premises. E. The Owner or its assigns shall have the right to protest and contest any or all appraisals or assessments of the Premises, or of the Improvements thereon, or on tangible personal property, and the tax abatement provided for herein for such property shall be applied to the amount of taxes finally determined, as a result of such protest or contest, to be due for such property. S 4 011907.00005:0425952.06 • IV. CERTIFICATION OF COSTS, CITY ACCESS TO PREMISES AND USE OF PREMISES AND IMPROVEMENTS A. On or before April 1 of each year, Owner shall certify annually to the City whether the Owner is in compliance with each applicable term of this Agreement. Such certifications shall be in a form reasonably satisfactory to the City, and shall include, at a minimum, information supporting Owner's conclusions that it met (or expects to meet) each condition and requirement to abatement set forth in this Agreement. Failure to timely provide such certification shall be an Event of Default hereunder. The City shall make a decision on its belief as to the eligibility for tax abatement under this Agreement for each year on or before August 1 of such year and shall notify Owner in writing of such belief on or before August 5 of such year. B. At all times throughout the term of this Agreement, in addition to other rights under applicable laws, city codes and city ordinances, the City shall, upon giving reasonable notice to the Owner, have access to the Premises during normal business hours by City employees for the purpose of inspecting same to insure that the Improvements are constructed and the Premises used and maintained in accordance with the conditions of this Agreement; provided, however, that the City shall use best efforts to not interfere with the normal business operations of the Owner on the Premises. C. The Premises and Improvements constructed thereon at all times shall be used in a S manner (i) that is consistent with the City's comprehensive zoning ordinance, and (ii) during the period taxes are abated hereunder, is consistent with the general purpose of encouraging development or redevelopment within the Zone. D. SABRE shall use reasonable efforts to meet the following goals: (1) at least 25% (by dollar amount) of the construction activity and annual supply and service contracts with respect to Improvements located on the Global Premises shall be managed by contractors headquartered in Tarrant County; and (2) at least 10% (by dollar amount) of the construction activity and annual supply and service contracts with respect to Improvements located on the Global Premises shall be managed by"Disadvantaged Business Enterprise" contractors. E. Owner covenants that throughout the Term, the Improvements shall be operated and maintained as an office development which use is consistent with the City's zoning regulation in effect from time to time. F. Notwithstanding any provision in this Agreement to the contrary, (1) no tax abatement under this Agreement shall apply in any year during which the improvements on the Premises are not being used by SABRE or its Affiliate (or any permitted transferee thereof) primarily as a corporate-type campus or part of a corporate-type campus (or similar use), and (2) no tax abatement under this Agreement shall apply unless SABRE or any Affiliate of SABRE becomes an owner or lessee of all or a portion of the Premises on or before pursuant to Article VI.C. hereof. If SABRE or any Affiliate of SABRE does not become an owner or lessee 0 of all or a portion of the Premises on or before December 31, 2001 pursuant to Article VI.C. 5 011907.00005:0425952.06 S hereof, this Agreement shall terminate on , and each party to this Agreement shall be relieved from all obligations and liabilities under this Agreement. V. FAILURE OF CONDITIONS AND BREACH A. If the Owner breaches any of the terms of this Agreement other than the conditions set forth in Article II hereof, then the Owner shall be in default of this Agreement (an "Event of Default"). If an Event of Default occurs, the City shall give the Owner written notice of such Event of Default and if the Owner has not cured such Event of Default within sixty (60) days of said written notice, this Agreement may be terminated or modified by the City; provided, however, that if such Event of Default is not reasonably susceptible of cure within such sixty (60) days period and the Owner has commenced and is pursuing the cure of same, the Owner may utilize an additional ninety (90) days. Time in addition to the foregoing one hundred fifty (150) days may be authorized by the City Council. If this Agreement is terminated for any reason other than the failure of the conditions set forth in Article II of this Agreement to be met, then the tax abatement granted under this Agreement shall terminate for the year in which the notice of the Event of Default is given and all subsequent years, it being understood that the tax abatement with respect to any year prior to the year in which such notice is given shall not be forfeited or recaptured. B. In the event the Owner does not comply with the conditions set forth in Article II, this 0 Agreement may be terminated or modified by the City by giving notice and opportunity to cure as set forth in Paragraph A above. In the event that the condition in Article II.A.(2) hereof is not met due to Force Majeure (defined below), Owner shall have such additional time as is reasonably necessary after such occurrence abates or the effects thereof have dissipated to complete performance and, provided that Owner is diligently and faithfully pursuing the completion of performance, in the event of such occurrence, Owner's failure to meet the condition set forth in Article II.A.(2) hereof shall not be grounds for the City to terminate or modify this Agreement. The term "Force Majeure" means any contingency or cause beyond the reasonable control of Owner, including, without limitation, acts of God, or the public enemy, war, riot, civil commotion, insurrection, governmental or de facto governmental action (unless caused by acts or omissions of Owner), fire, explosions, floods and strikes. Variations or additions in the Improvements from the description provided in the application for the abatement or any preliminary site plan shall not constitute either a failure to comply with Article II or an Event of Default, provided the value of such Improvements is equal to or exceeds the relevant value set forth in Article II. If this Agreement is terminated as a result of the failure to comply with the conditions set forth in Article II, then all taxes which otherwise would have been paid to the City without the benefit of abatement under this Agreement will become due to the City within thirty (30) days of termination, including all interest at the rate provided for delinquent taxes in accordance with Section 33.01 of the Texas Tax Code, subject to any and all lawful offsets, settlements, deductions, or credits to which the Owner may be entitled. The taxes and interest due upon termination become delinquent and incur penalties as provided by law for delinquent ad valorem property taxes if not paid by February 1 of the year following termination 0 of this Agreement. The recovery of such taxes shall be the sole remedy of the City in the event of a default hereunder by the Owner. Notwithstanding any provision in this Agreement to the 6 011907.00005:0425952.06 • contrary, the abatement provided herein shall begin on the Abatement Start Date irrespective of whether it can be determined on such date if all of the conditions under Article II hereof to the tax abatement will be met. VI. EFFECT OF SALE OR LEASE OF PROPERTY A. After Owners acquire the Premises, the tax abatement granted pursuant to this Agreement shall be assignable, as provided below, to each new owner or lessee of all or a portion of the Premises, Improvements or tangible personal property located thereon, for the balance of the term of this Agreement. The Owner may make such assignment or lease without City approval to (i) any Affiliate of the Owner, or any successor by operation of law of the Owner, or of any such Affiliate, including, but not limited to, any successor as result of any merger, consolidation, or other reorganization thereof (whether such successor is a corporation, business trust, or any other type of entity), (ii) SABRE or any Affiliate of SABRE, or (iii) any Person which leases all or a portion of the Premises, Improvements, or tangible personal property located thereon to SABRE or any Affiliate of SABRE. Any other assignment of the tax abatement granted pursuant to this Agreement shall require City approval, which shall not be unreasonably withheld. B. In the case of any total or partial transfer or assignment of the Premises and the tax abatement provided under this Agreement, either the transferor or the transferee shall notify the . City of such assignment. Any transfer of fee simple title to any portion of the Premises to a Person which is not a permitted transferee as set forth in (A) above shall result in the termination for subsequent years of the tax abatement granted under this Agreement with respect to (a) any Improvement or tangible personal property located on the Premises transferred or sold, and (b) the portion of the Premises transferred or sold. C. It is anticipated that the Owner will transfer the Premises to SABRE or its Affiliate or to a Person leasing the Premises to SABRE or its Affiliate. In the event the Premises are transferred to SABRE or its Affiliate or to a Person leasing the Premises to SABRE or its Affiliate, (i) this Agreement shall automatically be transferred to such transferee, (ii) the tax abatement provided herein and all attendant rights, liabilities and obligations under this Agreement shall vest in such transferee as to the property transferred, (iii) the Owner shall be fully released from all obligations and liabilities arising under this Agreement, (iv) such transferee shall be treated as "Owner" under this Agreement, and (v) any activity by such transferee (and its lessee) shall be included for purposes of determining whether the conditions of Article II hereof are met. VII. NOTICE All 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 410 prepaid or by hand delivery: 7 011907.00005:0425952.06 • OWNER: MaguirePartners-Solana Limited Partnership Nine Village Circle, Suite 500 Westlake, Texas 76262 With a copy to: Thompson & Knight 1700 Pacific Dallas, Texas 75201 Attention: William R. Van Wagner SABRE: The SABRE Group, Inc. 4255 Amon Carter Blvd. Fort Worth, Texas 76155 Attention: General Counsel With a copy to: Hughes & Luce, L.L.P. 1717 Main Street, Suite 2800 Dallas, Texas 75201 Attention: Jeff W. Dorrill CITY: Mayor City of Southlake 667 N. Carroll Avenue • Southlake, Texas 76092 All notices to Owner must also be contemporaneously delivered to SABRE. In addition, any other lessee of all or a portion of the Premises entitled to abatement under Article VI of this Agreement shall be entitled to receive notices with respect to thus Agreement by notifying each party to this Agreement of its desire to receive notice and setting forth its address. Any party may change its address by sending written notice to each party to this Agreement of its new address. VIII. SEVERABILITY In the event any section, subsection, paragraph, subparagraph, sentence, phrase or word herein is held invalid, illegal, or unenforceable, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid section, subsection, paragraph, subparagraph, sentence, phrase or word. In such event there shall be substituted for such deleted provision a provision as similar in terms and in effect to such deleted provision as may be valid, legal and enforceable. S 8 011907.00005.0425952.06 • IX. ESTOPPEL CERTIFICATE Any party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose. The certificate, which if requested will be addressed to a subsequent purchaser or assignee of the Owner, shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default, if such is the case, the remaining term of this Agreement, the levels of tax abatement in effect, and such other matters reasonably requested by the party(ies) to receive the certificate. X. OWNER STANDING The Owner, as a party to this Agreement, shall be deemed a proper and necessary party in any litigation questioning or challenging the validity of this Agreement or any of the underlying ordinances, resolutions, or City Council actions authorizing same, and the Owner shall be entitled to intervene in said litigation. XI. APPLICABLE LAW S This Agreement shall be construed under the laws of the State of Texas. Venue for any action arising under state law under this Agreement shall be the State District Court of Tarrant County, Texas. XII. INDEPENDENT PARTIES Nothing herein shall be construed as creating a partnership or joint enterprise between the City and Owner. Furthermore, the parties hereto acknowledge and agree that the doctrine of respondent superior shall not apply between the City and Owner, nor between the City and any officer, director, member, agent, employee, contractor, subcontractor, licensees or invitees of Owner. XIII. RECORDATION OF AGREEMENT A certified copy of this Agreement in recordable form shall be recorded in the Deed Records of the County. XIV. AMENDMENT SThis Agreement may be modified by the parties hereto to include other provisions which could have originally been included in this Agreement or to delete provisions that were not 9 011907.00005:0425952.06 • originally necessary to this Agreement pursuant to the procedures set forth in Title III, Chapter 312, of the Code. XV. TAX ABATEMENT OBLIGATIONS It is agreed by the City and Owner that the signing of this Agreement by the City and Owner does not obligate any other taxing entity named herein to provide a tax abatement to Owner. Further, the refusal or denial of one or more taxing entities to provide tax abatement to Owner will not limit or prevent any of the other taxing entities named herein from providing tax abatement to Owner. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] III III 10 011907.00005:0425952.06 • EXECUTED this day of May, 1999, by the City. EXECUTED this day of May, 1999, by the Owner. EXECUTED this day of May, 1999, by SABRE. CITY OF SOUTH LAKE Mayor ATTEST: City Secretary • APPROVED AS TO FORM: City Attorney • 11 Oil907.00005:0425952.06 • MAGUIREPARTNERS-SOLANA LIMITED PARTNERSHIP, a Texas limited partnership By: MaguirePartners-Solana GP Limited Liability company, its general partner By: MaguirePartners-Solana Business Trust, its sole manager and member By: Tom Allen Managing Trustee ATTEST: • THE SABRE GROUP, INC., a Delaware corporation By: Title: ATTEST: 12 0 l 1907.00005:0425952.06 • MAYOR'S ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared , Mayor of the City of Southlake, Texas, a municipal corporation, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said City of Southlake, Texas, a municipal corporation, that he was duly authorized to perform the same by appropriate resolution of the City Council Of the City of Southlake, and that he executed the same as the act of the said City for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of May, 1999. Notary Public, State of Texas • My commission expires S 13 011907.00005:0425952.06 • OWNER'S ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Tom Allen, Managing Trustee of MaguirePartners-Solana Business Trust, sole manager and member of MaguirePartners-Solana GP Limited Liability Company, general partner of MaguirePartners-Solana Limited Partnership, a Texas limited partnership, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated as the act and deed of said entities. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of May, 1999. Notary Public, State of Texas • My commission expires 14 011907.00005:0425952.06 • SABRE ACKNOWLEDGMENT STATE OF TEXAS § § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared , being the of The SABRE Group, Inc., known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, in the capacity therein stated as the act and deed of said entity. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of May, 1999. Notary Public, State of Texas My commission expires • S 15 011907.00005.0425952.06 IIICOUNTY SIGNATORY PAGE County of Tarrant, Texas STATE OF TEXAS § § COUNTY OF TARRANT § Tarrant County ("County"), the undersigned taxing unit, having jurisdiction over the Premises as described in the attached Tax Abatement Agreement (the "Agreement),joins in the execution of the Agreement between the City of Southlake, MaguirePartners-Solana Limited Partnership ("Owner") and The SABRE Group, Inc. ("SABRE"), for the purpose of granting ad valorem tax abatement on the eligible real and personal property in the manner and in accordance with the terms set forth in the Agreement, conditioned upon compliance with the provisions of the Tarrant County Tax Abatement Policy as set forth below, and authorizes this page to be affixed to the Agreement. By joining in the Agreement, the County shall have all rights, privileges and powers as provided to the City in the Agreement. In addition to any performance criteria and reporting requirements provided for in the Agreement, the Owner agrees to comply with and satisfy the provisions and requirements as set 411) forth in the Tarrant County Tax Abatement Policy, except those for which variances are granted. Should the Owner fail to satisfy any of these requirements, the Owner may be found to be in default of the Agreement with Tarrant County. In the event of such a default, the Owner shall provide a statement explaining the reason for the failure to meet the requirements, with a recommended course of rectification. Failure to meet the above requirements may result in taxes abated during the year in which the default occurred to be due and payable, subject to the provisions of the Agreement concerning Events of Default. This Agreement was authorized by the minutes of the Commissioners Court of Tarrant County, Texas, at its meeting on the 11th day of May, 1999, whereupon it was duly determined by appropriate order that the County Judge would execute the Agreement on behalf of Tarrant County, Texas County of Tarrant, Texas MaguirePartners-Solana Limited Partnership Tom Vandergriff Tom Allen County Judge Managing Trustee Date Executed: Date Executed: S 16 011907 00005.0425952.06 • COUNTY ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Tom Vandergriff, County Judge of TARRANT COUNTY, TEXAS, a subdivision of the State of Texas, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the said TARRANT COUNTY, TEXAS, a subdivision of the State of Texas, that he was duly authorized to perform the same by appropriate order of the Commissioners Court of Tarrant County, Texas, and that he executed the same as the act of the said County for the purposes and consideration therein expressed, in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of May, 1999. • Notary Public, State of Texas My commission expires S 17 011907.00005:0425952.06 • EXHIBIT A to Tax Abatement Agreement ABATEMENT POLICY [Attached] • • Exhibit A 011907.00005:0425952.06 0 City of Southlake, Texas Tax Abatement Policy Draft: April 23, 1999 General Purpose and Objectives The City of Southlake, Texas, is committed to the promotion and retention of high quality development in all parts of the City; and to an on-going improvement in the quality of life for its citizens. Insofar as these objectives are generally served by the enhancement and expansion of the local economy, the City of Southlake will, on a case-by-case basis, give consideration to providing tax abatements as stimulation for economic development in Southlake. It is the policy of the City of Southlake that said consideration will be provided in accordance with the criteria outlined in this document. Nothing herein shall imply or suggest that the City of Southlake is under any obligation to provide tax abatement to any applicant. All applicants shall by considered on a case-by-case basis. • Applicability PP tY This tax abatement policy establishes guidelines and criteria for tax abatement programs and agreements under the provisions of Chapter 312 of the Texas Tax Code. Abatement Criteria Any consideration for a tax abatement shall be reviewed by the City of Southlake City Council. The review process will examine the "value added" terms of the project. Considerations by the City Council shall be for new construction, whether it is a new facility or an expansion of an existing building. Specific considerations will include the degree to which the individual project furthers the goals and objectives of the community, as well as the relative impact of the project, including costs to iipthe City for providing services. • Value and Term of Abatement. Abatement shall be granted effective with the execution of the agreement. The amount of the abatement will be determined based on the merits of the project, including, but not limited to, total capital investment, added employment, and average annual salary. Abatement will be granted for a maximum of ten years. Abatement may be granted only for the additional value of eligible property improvements made subsequent to and listed in a tax abatement agreement. For new businesses, the project must be reasonably expected to produce a minimum added value of Ten Million Dollars ($10,000,000) in real and personal property improvements within the City of Southlake, and create a minimum of 1,000 full-time jobs, with an average annual salary of $50,000. For expansion or modernization of existing businesses, the project must be reasonably expected • to produce a minimum added value of Five Million Dollars ($5,000,000) in real and personal property improvements within the City of Southlake, and create a minimum of 500 new full time jobs with an average annual salary of$50,000. Consideration will also be given for direct sales tax that is generated by the applicant. Recapture If the terms of the tax abatement agreement are not met, the City Council has the right to cancel or amend the abatement agreement. In the event of cancellation, the recapture of abated taxes shall be limited to the year(s) in which the default occurred or continued. Inspection and Financial Verification The terms of the agreement shall include the City of Southlake's right to (1) review and verify 0 the applicant's financial statements in each year during the life of the agreement prior to granting a tax abatement in any given year, and (2) conduct an on-site inspection of the project in each • year during the life of the abatement to verify compliance with the terms of the tax abatement agreement. Evaluation Upon completion of the construction of the facilities, the City shall no less than annually evaluate each project receiving abatement to insure compliance with the terms of the agreement. Any incidents of non-compliance will be reported to all affected taxing units. Severability and Limitation In the event that any section, clause, sentence, paragraph or any part of this Tax Abatement Policy shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid, such invalidity shall not affect, impair, or invalidate the remainder of the guidelines and criteria in this Tax Abatement Policy. • Expiration and Modification This Tax Abatement Policy is effective upon the date of its adoption and will remain in force for two years, at which time all reinvestment zones and tax abatement contracts created pursuant to its provisions will be reviewed by the City Council to determine whether the goals of the abatement program have been achieved. Based upon that review, the Tax Abatement Policy may be modified, renewed or eliminated. Prior to the date for review, as defined above, the Tax Abatement Policy may be modified by a three fourths vote of the City Council, as provided for in Chapter 312 of the Texas Tax Code. • • EXHIBIT B to Tax Abatement Agreement PREMISES [Attached] • • Exhibit B 011907.00005:0425952.06 3-99 15:29 FROM:HUGHES & LUCE IC:214939610G PAGE 2/2 DENTON COUNTY - - - - - -- - ----- -- --- -- - - - - - - - TARRANT COUNTY • • . 'L 1 C'I t � •1 ! ' 1.1.41 / 1 ---..-77L'-ii*Xit___I . ... '-,‘ _ � -�"�' `tie � _?�/A!��'------ATI.! !la: , , .,� �� j,� - t �. i :,.,..._ k.s \ 1 v_ ;C‘'''•\GI. i....'"'-'11r — ''Y''`••••• • 0111111.111.11.liPk`'''' 4''''' .f'•'---, ir •A.. '.-4-- .1..v.!-N:,•.5-,. . -.., -% - ,...--"-.• i A i ii , s., , \\,, . ...•.. •\.<,..„,- .... ......,..._ _,.....,.... .... \\\ -• :, .. A.,,,, --v_......... ,..,..\ \\ __....., „......_..„.....,,,.. ,. . ., ..„....... in v-r044: i.k :. .11.141:;,4,.;:., .% _ ..,„44,_..444 =ice •' i• •.*10 , '' ., •1� D _ , .. S _ t. • - \. .--t;k\ - --. .• - _ ,., jwi ,i \. ., , 5 � �.Jr�` lull'. r E �;.;. :\ \'sc'N', ,ell.- : L ,,:: ' \ .‘ • .'''=; \; .,,,..:\\ Zi . . .IZ.i):, Fr ------;::-. 4'; ••, 3 ,3 , ' .-. ., ' ' '",,k- ':', Z. -•• 1-4,1,- ,.. ,_ --.,, ,,,\-......,, -.; . _, e ... ....,,.,.. , ........bv., i r oTsaii...- .-.-.;..,, ' J• f _+L .� `, \, • `G'/'.' Try li -.t} _ _�NM1J ` ..."-)-4" ( -,',/ - t •—_..,,,.... •-:.;,e,,.-.-:-,_ ._.\-t s ,••„••••.., : •-.4 1 . .. ;:t.ak-ilb ,,,_,-- \' • •.•-•::i:,* l'-'..4 :44{...-''s --• -'- • ?ti ��" �~1_ A• r \ "r" ,ram\ • S , �j t;•+.,i.lit- _;:IS _ �. `} ,l _ ;� ir fix a L1 - , sal, -. \ \ ? `` ;rq L' 1( 1 1 1 \,,` 1` s` \, !' .AO '' .:1 I I+1' I-r Q,`sj Y ,'1 , 1)1 orce,A ,c . ‘ I.- . *- •\ c s\.:,.• _ay, ,) ,\, .. . ...„... ........., . -•, tfir- v.,,,A•114;•-!f 2 'I 't SiNO' '•.s. ♦ r->is.r�it..,J,t-lj.• ,' 1 1 11 t+ i+S..,1 1tyyy���. . • Y-"+A• Z \- •�' .� ; 11�1 r.+ . ri .w /+'H 11 '.(ltt. \; ..` -s+lJ.f• =�, • •��••�,�� rJ `4f`•rr;. '/I,1' r �� •i f� 1 ` ;, i,11 ) �)ir1,• ``II i +y�,h �� `'`t l` �a,�'�e- `�:-a: ;y '' ' ,- i '; L. I •11 \-- r •.'•, . '.clo •'�`.:• - -.� "` ,, ,. 1 •.��, r -��.��1 ..I , d\,�.i rt,,i•1\. Il,l!' :'1 1' 1 � • 1 /'i ' , 1, '1, `'� 1�,'.."1'�Ll• F4_ :`- '�''-�'i,�• rt • EXHIBIT C to Tax Abatement Agreement GLOBAL PREMISES [Attached] • • Exhibit C 0 l 1907.00005:0425 95 2.06 • LAND DESCRIPTION BEING a tract of land situated in the J: B. Martin Survey, Abstract 1134, the R. D. Price Survey, Abstract 1207 and the U. P. Martin Survey, Abstract No. 1015, Tarrant County, Texas, and being a portion of a tract of land as described in the Special Warranty Deed to International Business Machines Corporation as recorded in Volume 12782, Page 109 of the deed records of Tarrant County, Texas, and also being a portion of a tract of land as described in Special Warranty Deed to 300 Convent Street Corp. as recorded in Volume 12782, Page 110 of the Deed Records of Tarrant County said tract being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod set with"Huitt-Zollars" cap on the southerly platted right-of- way line of Parkway Boulevard (131 foot right-of-way), said iron rod being at the most southerly southwest corner of said MTP-IBM Addition No. 1; THENCE along the southerly right-of-way line of said Parkway Boulevard as follows: North 63 degrees 15 minutes 25 seconds East, a distance of 32.25 feet to a 5/8 inch iron rod set with"Huitt-Zollars" cap at the beginning of a curve to the right; Along said curve to the right with a central angle of 24 degrees 19 minutes 16 seconds, a • radius of 1,419.50 feet, an arc distance of 602.55 feet a long chord that bears North 75 degrees 25 minutes 02 seconds East, a distance of 598.04 feet to a 5/8 inch iron rod set with "Huitt-Zollars" cap; North 87 degrees 34 minutes 40 seconds East, a distance of 137.89 feet to a 5/8 inch iron rod set with "Huitt-Zollars" cap at the southeast corner of said MTP-IBM Addition No. 1; THENCE, along the easterly line of said MTP-IBM Addition No. 1, North 00 degrees 09 minutes 22 seconds West, a distance of 848.90 feet to the most easterly northeast corner of the MTP-IBM Addition No. 1 and being on the south line of a tract of land as described by deed to C.R. Revels as recorded in Volume 86, Page 557, Deed Records, Tarrant County, Texas; THENCE, along the southerly line of said C.R. Revels tract the following courses and distances; North 89 degrees 50 minutes 38 seconds East, a distance of 596.50 feet to a Corps of Engineers concrete monument found; North 89 degrees 33 minutes 04 seconds East, a distance of 1132.28 feet to a point for a corner; South 01 degrees 09 minutes 16 seconds East, a distance of 651.54 feet to a 3/4 inch iron rod found; • North 89 degrees 56 minutes 04 seconds East, a distance of 333.16 feet to a 2 inch pipe found in the westerly right-of-way line of White Chapel Road (50 feet wide right-of-way); J:NSurvey\2512\04\wp DESC150rev.doc t OF7 RECD APR 2 31999 4/27/99 • THENCE, along the westerly right-of-way of White Chapel Road, South 02 degrees 11 minutes 25 seconds East, a distance of 85.06 feet to a point for a corner at the northeasterly corner of a tract of land as described in Special Warranty Deed to the City of Southlake as executed on April 28, 1998; THENCE, South 89 degrees 56 minutes 04 seconds West, departing the westerly right-of-way line of said White Chapel Road and along the northerly line of said City of Southlake tract, a distance of 114.99 feet to the northwesterly corner of said City of Southlake tract; THENCE, South 00 degrees 03 minutes 56 seconds East, along the westerly line of said City of Southlake tract, a distance of 100.00 feet to the southwesterly corner of said tract; THENCE, South 06 degrees 07 minutes 22 seconds West, a distance of 263.21 feet to a point for corner; THENCE, South 02 degrees 25 minutes 42 seconds East, a distance of 160.37 feet to a point for a corner on the southerly top of bank of South Fork Kirkwood Branch; THENCE, generally along the southerly top of bank of said creek the following courses and distances: South 46 degrees 28 minutes 21 seconds East a distance of 81.99 feet; IIISouth 42 degrees 41 minutes 23 seconds West a distance of 92.21 feet; South 29 degrees 21 minutes 54 seconds West a distance of 106.36 feet; South 16 degrees 11 minutes 08 seconds West a distance of 148.69 feet; South 03 degrees 24 minutes 13 seconds West a distance of 168.53 feet; South 45 degrees 59 minutes 11 seconds West a distance of 74.72 feet; South 05 degrees 31 minutes 46 seconds West a distance of 52.64 feet; South 63 degrees 16 minutes 32 seconds East a distance of 53.47 feet; South 08 degrees 05 minutes 54 seconds West a distance of 38.62 feet; South 85 degrees 28 minutes 32 seconds West a distance of 48.87 feet; South 05 degrees 31 minutes 46 seconds West a distance of 196.76 feet; South 41 degrees 44 minutes 24 seconds West a distance of 43.62 feet; illSouth 32 degrees 52 minutes 05 seconds East a distance of 91.58 feet; 1:\Saney\2512104\wp\DESc15Orev.doc 2 OF 7 4/22/99 SSouth 83 degrees 49 minutes 21 seconds East a distance of 36.19 feet; North 15 degrees 36 minutes 10 seconds East a distance of 58.44 feet; South 73 degrees 59 minutes 03 seconds East a distance of 36.34 feet; South 18 degrees 26 minutes 43 seconds East a distance of 87.49 feet; South 19 degrees 22 minutes 15 seconds West a distance of 40.53 feet; South 61 degrees 25 minutes 48 seconds West a distance of 99.80 feet; South 08 degrees 36 minutes 22 seconds East a distance of 198.28 feet; North 70 degrees 42 minutes 42 seconds East a distance of 47.08 feet; South 22 degrees 16 minutes 43 seconds East a distance of 12.87 feet; South 32 degrees 05 minutes 51 seconds West a distance of 60.69 feet; South 30 degrees 18 minutes 36 seconds East a distance of 27.12 feet; SSouth 43 degrees 10 minutes 57 seconds West a distance of 48.11 feet; North 59 degrees 37 minutes 51 seconds West a distance of 48.17 feet; South 06 degrees 30 minutes 45 seconds West a distance of 56.59 feet to the beginning of a non-tangent curve to the right having a radius of 1,572.00 feet; THENCE. departing said top of creek bank and along said curve to the right through a central angle of 02 degrees 16 minutes 35 seconds, an arc distance of 62.46 feet and being subtended by a chord bearing South 44 degrees 40 minutes 44 seconds East a distance of 62.45 feet to the southerly top of bank of said creek; THENCE, generally along the southerly top of bank of said creek the following courses and distances: North 65 degrees 53 minutes 10 seconds East a distance of 4.65 feet; South 72 degrees 55 minutes 15 seconds East a distance of 26.20 feet; South 21 degrees 49 minutes 50 seconds East a distance of 51.02 feet to the beginning of a non- tangent curve to the right having a radius of 1,572.00 feet; THENCE, along said curve to the right through a central angle of 04 degrees 19 minutes 29 seconds, "Ian arc distance of 118.66 feet and being subtended by a chord bearing South 38 degrees 45 minutes 42 seconds East a distance of 118.63 feet to a point for corner; • 1ASurvry\2512\04\wp1DESCI5Ortv.doc 3 OF 7 • THENCE, South 53 degrees 24 minutes 02 seconds West a distance of 50.00 feet to a point for corner; THENCE, South 35 degrees 06 minutes 11 seconds East a distance of 79.67 feet to the platted northwesterly line of Kirkwood Hollow Phase I, an addition to the City of Southlake, as recorded in Cabinet A, Slide 4537 of the Deed Records of Tarrant County, Texas, and being on the northeasterly right-of-way line of Kirkwood Boulevard; THENCE, South 56 degrees 24 minutes 01 seconds West continuing along the platted northwesterly line of said Kirkwood Hollow Phase I and an extension thereof a distance of 198.41 feet to point for corner in the centerline of South Fork Kirkwood Branch; THENCE, generally along the centerline of said branch the following courses and distances: South 17 degrees 28 minutes 39 seconds West a distance of 13.61 feet to a point for corner; South 40 degrees 25 minutes 34 seconds West a distance of 38.10 feet to a point for corner; South 26 degrees 58 minutes 38 seconds West a distance of 25.77 feet to a point for corner; South 02 degrees 00 minutes 59 seconds West a distance of 29.72 feet to a point for corner; SSouth 69 degrees 47 minutes 31 seconds West a distance of 22.44 feet to a point for corner; South 84 degrees 36 minutes 18 seconds West a distance of 26.95 feet to a point for corner; South 53 degrees 15 minutes 40 seconds West a distance of 22.56 feet to a point for corner; South 25 degrees 06 minutes 35 seconds West a distance of 37.90 feet to a point for corner; South 07 degrees 01 minutes 26 seconds East a distance of 29.93 feet to a point for corner; South 00 degrees 53 minutes 14 seconds East a distance of 31.56 feet to a point for corner; South 19 degrees 28 minutes 57 seconds West a distance of 14.92 feet to a point for corner; South 59 degrees 39 minutes 56 seconds West a distance of 33.26 feet to a point for corner; North 65 degrees 23 minutes 25 seconds West a distance of 50.64 feet to a point for corner; South 76 degrees 18 minutes 39 seconds West a distance of 54.62 feet to a point for corner; North 39 degrees 23 minutes 55 seconds West a distance of 28.52 feet to a point for corner; IIINorth 80 degrees 25 minutes 36 seconds West a distance of 16.87 feet to a point for corner; 1:\Survey42512\04\wp1DESC15Orev.doc 4 OF 7 v22/99 • North 76 degrees 53 minutes 30 seconds West a distance of 38.04 feet to a point for corner; North 43 degrees 26 minutes 30 seconds East a distance of 16.71 feet to a point for corner; North 62 degrees 48 minutes O5-seconds East a distance of 25.48 feet to a point for corner; North 03 degrees 15 minutes 56 seconds West a distance of 20.42 feet to a point for corner; North 47 degrees 33 minutes 51 seconds West a distance of 25.63 feet to a point for corner; North 57 degrees 28 minutes 08 seconds West a distance of 26.66 feet to a point for corner; South 70 degrees 01 minute 26 seconds West a distance of 18.54 feet to a point for corner; South 37 degrees 59 minutes 12 seconds West a distance of 30.91 feet to a point for corner; South 09 degrees 24 minutes 11 seconds West a distance of 8.82 feet to a point for corner; South 51 degrees 22 minutes 17 seconds West a distance of 41.55 feet to a point for corner; South 32 degrees 44 minutes 12 seconds West a distance of 23.43 feet to a point for corner; • South 53 degrees 10 minutes 04 seconds West a distance of 44.67 feet to a point for corner; South 66 degrees 26 minutes 53 seconds West a distance of 31.90 feet to a point for corner; South 45 degrees 09 minutes 44 seconds East a distance of 17.42 feet to a point for corner; South 76 degrees 54 minutes 57 seconds East a distance of 36.92 feet to a point for corner; South 20 degrees 45 minutes 22 seconds West a distance of 40.45 feet to a point for corner; South 30 degrees 23 minutes 01 second West a distance of 72.88 feet to a point for corner; South 53 degrees 13 minutes 24 seconds West a distance of 99.78 feet to a point for corner; South 62 degrees 06 minutes 48 seconds West a distance of 87.11 feet to a point for corner; South 58degrees 29 minutes 32 seconds West a distance of 51.51 feet to a point for corner; North 85 degrees 07 minutes 51 seconds West a distance of 53.55 feet to a point for corner; South 76 degrees 52 minutes 54 seconds West a distance of 38.97 feet to a point for corner; • North 67 degrees 16 minutes 38 seconds West a distance of 56.75 feet to a point for corner; 13Survey\2 12\04\wp1DESCI50rcv.doc 5 OF 7 South 55 degrees 38 minutes 19 seconds West a distance of 11.38 feet to a point for corner 111 on the proposed easterly right-of-way line of State Highway No. 114; THENCE, along the proposed easterly right-of-way line of State Highway No. 114 as follows: North 36 degrees 32 minutes 05 seconds West a distance of 147.32 feet to a Texas Highway Department concrete monument, found; North 47 degrees 50 minutes 42 seconds West, a distance of 101.98 feet to a Texas Highway Department concrete monument, found; North 36 degrees 32 minutes 04 seconds West, a distance of 500.00 feet to a Texas Highway Department concrete monument, found; North 32 degrees 14 minutes 44 seconds West, a distance of 200.56 feet to a 5/8 inch iron rod set with"Huitt-Zollars" cap; North 36 degrees 32 minutes 05 seconds West, a distance of 199.81 feet to a Texas Highway Department concrete monument, found; North 42 degrees 14 minutes 23 seconds West, a distance of 201.18 feet to a Texas Highway Department concrete monument, found; • North 36 degrees 32 minutes 05 seconds West, a distance of 702.91 to a 5/8 inch iron rod set with "Huitt-Zollars"cap on the existing easterly right-of-way line of State Highway No. 114; THENCE. along_ the existing easterly right-of-way line of said highway as follows: North 18 degrees 59 minutes 38 seconds West, a distance of 112.97 feet to a 5/8 inch iron rod set with "Huitt-Zollars" cap; North 32 degrees 06 minutes 29 seconds West, a distance of 430.57 feet to a 5/8 inch iron rod set with"Huitt-Zollars" cap; North 29 degrees 36 minutes 27 seconds West, a distance of 232.63 feet to a 5/8 inch iron rod set with "Huitt-Zollars" cap at the beginning of a curve to the left; Along said curve to the left, with a central angle of 06 degrees 26 minutes 28 seconds, a radius of 1,452.40 feet, an arc distance of 163.2g feet, a long chord that bears North 32 degrees 49 minutes 41 seconds West, a distance of 163.19 feet to a 5/8 inch iron rod set with "Huitt-Zollars" cap at the beginning of a reverse curve to the right; Along said curve to the right, with a central angle of 99 degrees 18 minutes 20 seconds, a radius of 90.00 feet, an arc distance of 155.99 feet, a long chord that bears North 13 • t:tsurve 2512\04\wp\DescIsorev.aa 6 OF 7 ♦rzv99 • degrees 36 minutes 16 seconds East, a distance of 137.18 feet to the POINT OF BEGINNING and CONTAINING 150.621 acres of land, more or less. Basis of bearings: A bearing of South 89 degrees 39 minutes 47 seconds East along the northerly right-of-way line of Dove Road according to the Special Warranty Deed to MTP-IBM Phase II an III Joint Venture as recorded in Volume 8995, Page 1268 of the Deed Records of Tarrant County, Texas. For Huitt-Zollars, Inc. cry Eric J. oudy Registered Professional Land Surveyor Texas Registration No. 4862 Huitt-Zollars, Inc. 3131 McKinney Avenue Dallas, Texas 75204 Date: April 7, 1999 oRevised April 23, 1999 • JASurveyk2512\04 wp\DESCI5Orcv.doc 7 OF 7 aav99 I • O S aoc, g si 11, 7- �P3 \CURB ss-nl 3' I. "ATT..cib ' ob NA • m A.7.OL(N II 9 VOL 41723.PO. 073 �r• OR.T.CT. • Ka.no-nl T. W. AIANN SURVEY I K M ,�' ABSTRACT No. 1107 I P1t 1T. i M.Mi... /__.M.ur.Ra 7, • 1 U. P. ,W RTIN 9URVFY ' ABSTRACT N1.. lO15 i 7 ' 1 150.621 ACRES NAC.R.M(�ELI c MOL N.POP. 637. lit 1 IONAE F.J�N(fs OR T.C.T. +1 NAb NT(IMA KI00M0.ATgM \ �� STUN(12743.PACE 100 \ dCd 0.�f.0 T. PROPOSED I.OIT-OP-MY 10 I1A17 \ / Or1T1nI PRo.[cr w Oas-m-as2 \. J.B. MARTIN SURVEY I \\ ABSTRACT N.. 11.34 j \. 017 O IOBDA/iMl \.. .r..a..un.4101 • 300 COI' T 5TIKIT COP.►, ' 01 127R2 PA(11U i ��'p A P R 2 1 9 9 D2 T.GT, \\ j WHITE CHAPEL ROAD R D. PR1CF SURVFY Pp•OeQD ABSTRACT N.. 1207 EXHIBIT MAP P 11Yf111000 11410r POAI(I .L+�'l,,lp� 4,00 on CASE II. 2w I7-072 , ILL 0.TT Tug g.1 KmTuiiCr SLINK INKT.ABSTRACT MIA 113•, IC U J00 ODM\p1 I1KFi C011P.I 07!OINIOU R.AME, INIRAMABSTRACT T�OOUM M1,101� XAS KAAAI( 12762.PAC( 110 1 DA f.0 T. RLOM♦rnI♦E pumnow t..�l Wcrr OMiPa.♦T1sM I r 1 • Sabre Campus Headquarters Project Southlake Texas Summary of Contacts NAME/TITLE COMPANY/ADDRESS PHONE/FAX/E-MAIL Rick Stacy City of Southlake PH: 817-481-1564 Mayor 667 N. Carroll Ave. FX: 817-329-5810 Southlake,Texas 76092 EM: Curtis E. Hawk City of Southlake PH: 817-481-5581, ext. 702 City Manager 1725 E. Southlake Blvd. FX: 817-329-1747 Southlake,Texas 76092 EM: Greg Last City of Southlake PH: 817-481-5581, ext. 750 Director of Econ. Development 667 N. Carroll Ave. FX: 817-488-9370 Kate Barlow, ED Coord. (x 776) Southlake, Texas 76092 EM: glast@ci.southlake.tx.us Glenn Whitley Tarrant County Admin. Office PH: 817-884-2643 Tarrant County Commissioner 100 E. Weatherford, Ste.404 FX: 817-884-1702 Lisa McMillan,ED Coordinator Fort Worth,Texas 76196 EM: lmcmillan@tarrantcounty.com Carol Kelly Sabre Inc. PH: 817-931-1686 V.P. of Corporate Services 4225 Amon Carter Blvd., MD 4221 FX: 817-931-6382 Fort Worth,Texas 76155 EM: carol_kelly@sabre.com Dean Sanderson Sabre Inc. PH: 817-963-1118 Managing Director of Corporate 4225 Amon Carter Blvd.,MD 4221 FX: 817-967-4914 Services Fort Worth, Texas 76155 EM: pamela_quarters@sabre.com Jennifer Hudson Sabre Inc. PH: 817-967-1859 Public Relations Manager 4225 Amon Carter Blvd., MD 4221 FX: 817-967-6300 Corporate Communications Fort Worth,Texas 76155 EM:jennifer_hudson@sabre.com Maria Stokes Citigate Dew Rogerson PH: 415-274-7586 (Media Relations firm for Sabre) FX: EM: Jeff Stewart Sabre Inc. PH: 817-967-3986 Sr. Project Coordinator 4255 Amon Carter Blvd. FX: 817-967-4914 Corporate Services Fort Worth,TX 76155 EM: jeff stewart@sabre.com Tom Allen MaguirePartners PH: 817-430-0303 Managing Partner 9 Village Circle, Suite 500 FX: 817-430-8750 Westlake,Texas 76262 EM: TAatMP(AOL.com or richard.kuhlman@maguirepartners.com J.Michael Mullis J.M. Mullis,Inc. PH: 901-753-0373 Sherri Mullis 352 Poplar View Lane East Car: 901-734-6994 Collierville,Tennessee 38017 FX: 901-753-7487 EM: jmmullis@jmmullis.com 110 MaguirePartners • MaguirePartners has distinguished itself as one of the most successful and . innovative developers of large-scale, institutional-quality properties since the firm was founded by Robert F. Maguire III in 1965. Our firm has long been committed to building select mixed-used projects of superb quality and architectural design in joint venture with major corporations. We focus on providing a unique level of workplace support for corporations and professional firms,while enhancing communities with major public spaces and urban solutions. During the 1980s, MaguirePartners developed a series of landmark, large- scale downtown business complexes and master planned suburban campuses that generated exceptional returns for joint venture partners, among them IBM, Wells Forgo Bank, Conrail, Pacific Enterprises and Southern California Gas Company. The firm currently owns and manages 10 million square feet of prime office space, retail environments, hotel properties and parking facilities. MaguirePartners is now positioned to pursue the next generation of projects, which will be on the leading edge of innovation during a time of rapid change. The firm is committed to build master-planned campus projects, supported by state-of-the-art technologies, which will provide seamless environments for people to live and work. The goal — to create supportive and satisfying environments that generate improved productivity for tenants, superior returns for financial partners and enhanced quality of living in communities. As a full-service real estate company, MaguirePartners brings together a management team with distinctive capabilities. Our track record is based on: 0 • Development of complex, large-scale projects requiring an uncommon synthesis of "hands-on" skills and business acumen. The firm's Senior Partners and professional staff collectively bring a high level of expertise from diverse disciplines. They oversee every aspect of real estate operations from project concept, design and entitlements, to financing, leasing, construction management and asset and property management. The full integration of these services gives the firm on unusual level of property services, long-term value and financial results. • Design vision has earned the firm national and international awards. MaguirePartners is the only developer ever selected by the AIA for its special "Institute Award" for architectural excellence. • Urban planning capabilities have made it possible for the firm to contribute major planning solutions to cities, while also securing entitlements and planning approvals for large-scale projects. Our projects take a broad perspective on how business environments contribute to business. They are designed to support corporate productivity, with extensive research translated into workplace design, amenities and service programs to help companies recruit and retain a high-quality workforce. • High level expertise in real estate finance and experience in structuring project financing in capital markets, as well as developing joint venture partnerships that support the strategic use of real estate assets for tenants. The firm has an _ .• outstanding grasp of all disciplines required to restructure, reposition and manage real estate assets for improved profitability. As business and communities face increasingly complex challenges in the years ahead,MaguirePartners is committed to providing sound and risk-averse solutions that support the success of its tenants, joint venture partners and investors. J. M. MULLIS, INC. Professional Project Location Specialists • Project Location Consultant Firm For Sabre Holdings. • Headquarters: Memphis, Tennessee; with affiliates in Mexico and Europe. • Experience: Twenty (20) years; and more than 1200 assignments. • Typical Number Of Projects Completed Per Year: Fifty (50) to sixty (60); with total investments generally exceeding $1.5 billion (U.S.). • • Repeat Business Level: 70.0%. • Representative On-Going Clients: Sabre Holdings Ameritrade BOEING Rockwell FedEx U.S. West Johnson Controls BellSouth Harley-Davidson Briggs & Stratton Toyota BTR Ericsson MASCO Wellpoint health Networks United Healthcare J. M. Mullis, Inc. I INSIGHT RESEARCH CORPORATION Ilk "Every day in North America, an Insight Research project is front page news." di Company Description: Insight Research Corporation is one of the nation's pre-eminent ri economic analysis and consulting firms which specializes in site location and economic development issues. Founded in 1981, its custom approaches and pioneering methodologies have received wide industry acclaim. Over its eighteen years of practice, Insight studies have assisted in location decisions affecting more than 1.5 million workers. Insight's three divisions provide innovative, cost-effective research, analysis and economic development counseling services for the following activities, completing more than 300 such IF] assignments each year: • Confidential Business Location Research 71 Objective, third party customized data development and analysis for evaluating the best region and site to meet a client's specific facility requirements. Insight Research Corporation is a dominant competitor in this area of specialization. To assure the complete objectivity of our work, Insight does no brokerage or incentive negotiations. • Analytical Impact Studies: Economic, Employment and Tax Impacts ii Highly detailed, economy-driven impact analyses for both public and private sector clients. Studies include economic, employment and tax impacts; targeted economic development recommendations; and cost/benefit analysis for the widest imaginable range of projects, including freeways, intermodal developments, speedways, stadiums and arenas, studios and sound stages, manufacturing and distribution facilities, commercial and residential developments. Insight has special depth in the transportation, manufacturing, and telecommunications industries. • Litigation Support Insight Research maintains a tier of some 50 expert witnesses with diverse areas of expertise and manages their administrative and analytical support for litigation and settlement negotiations. T 1 For further information about analytical services contact: E Insight Research Corporation Telephone: 972-238-8838 , j 9441 LBJ Freeway, Ste. 618, LB 20 FAX: 972-238-0588 1 Dallas, TX 75243 -✓ INSIGHT RESEARCH Co 11 P Olt A TION I 1 1 Copyright 1999. Insight Research Corporation, 9441 LBJ Fwy; Ste. 618, LB 20, Dallas,TX 75243 (972)238-8838. m, 1.110 INSIGHT RESEARCH CORPORATION PARTIAL LIST OF CLIENTS 3-M Corporation Fuibright & Jaworski National Football League (NFL) AT&T FED EX NationsBank Akin Gump Strauss Hauer First Gibraltar Bank FSB Nestle Corporation — & Feld Fischer Group North Central Texas COG Albertsons Inc. Forbes Development Nova Scotia, Province of Amend Group Frito-Lay, Inc. Pagenet American Express Gardere &Wynne, L.L.P. PepsiCo Inc. — Andersen Consulting G E Capital Corporation PepsiCo International Baptist Gen Convention General Shopping Centers Perot Group/Hiliwood Dev. BeautiControl Cosmetics Gerber Products Corp. Perot Systems Corporation — Bell South Greater Dallas Chamber Quebec, Province of Blue Cross-Blue Shield GTE Rosewood Properties, Inc. Campeau Corporation Goodman Homes, Inc. RTKL, Inc., Architects Canada Guaranty Federal Savings San Antonio Savings Asso. Canterbury, Elder, Stuber Half& Asso Sandoz Pharmaceutical Carter& Burgess Home and Apt. Builders Skywalker Dev/Lucas Films Catullus (Santa Fe Pacific) Home Savings & Loan Sogetexas, Inc. (French) Centex Development Corp Hughes and Luce, L.L.P. Southland Corporation ChemicalBank of NY Hunt Properties, Inc. Southwestern Property ilkCity of Allen,TX Jenkens & Gilchrist, P.C. Trust, Inc. - City of Austin, MN Jones Lang Wooten Strasburger& Price, L.L.P. City of Bedford, TX Kimley-Horn &Associates Staubach Company City of Borger, TX Koch Industries Southwestern Bell City of Dallas, TX LAN - Lockwood Andrews State of Arkansas City of Edmond, OK Noonam State of Louisiana City of Fort Worth, TX Legg Mason State of Tennessee City of Lubbock, TX LSTransit State of Texas City of McKinney, TX Lutheran Brotherhood Stollenwerck Moore City of Mesquite, TX M/PF Research, Inc. & Silverberg City of Midlothian, TX Maguire Thomas, Partners Strand Inc. - CA — City of Pearland, TX Major League Baseball (MLB) Sunbelt Savings City of Plano, TX Marathon Group Taco Bell, Inc. City of Rock Springs, WY Matthews Southwest CA TX DOT City of Rowlett, TX MCI WorldCom Texas Instruments Inc. City of Wylie, TX Mercedes Benz/Peugeot The Container Store CB Commercial Merrill Lynch Pierce Fenner Trammell Crow Company CSX Transportation, Inc. Microsoft Union Pacific Railroad CSX Inter-Modal Mills Corporation U.S. Department of Energy Cushman &Wakefield Mobil Land Development Vinson & Elkins Dallas Design District Mobil Oil Corporation Visa International Dallas Area Rapid Transit Mobil Solar Energy Corp. Wilbur Smith Asso. Dallas Stars Hockey Team Monarch Homes, Inc. Winstead Secrest & 1 0 Dell Computer Corporation Munsch, Hardt, Kopf, Harr Minick, P.C. Dr. Pepper/Cadbury N.A. Mutual of New York Woodbine Development EDS Realty Corporation MPSI North American, Inc. Xerox Realty Corporation FDIC National Basketball Asso (NBA) YMCA Copyright 1999. Insight Research Corporation, 9441 LBJ Fwy,Ste.618, LB 20, Dallas,TX 75243 (972)238-8838.