HomeMy WebLinkAboutContract 21756 CITY SECRETARY �-
CONTRT
SECOND AMENDMENT TO MANAGEMENT AGREEMENT
This Second Amendment to Management Agreement (this "Second
Amendment" ) is executed between the City of Fort ,Worth, Texas (the
"City" ) and Alliance Air Srvies, Inc. (the "Operator" ) to be
effective the day of 1996 ,
WHEREAS, the City and the Operator entered into that certain
"Management Agreement Between the City of Fort Worth and Alliance
Air Services, Inc. for the Management, Operation and Maintenance of
Fort Worth Alliance Airport" dated December 15, 1993 (effective
January 1, 1994) , City Secretary Contract No. 20060, as amended by
that certain First Amendment to Management Agreement effective May
8, 1995 (as amended, the "Management Agreement" ) ; and
WHEREAS, the Management Agreement defines the term "Airport" to
consist of approximately 520 acres of developed land known as
Alliance Airport as described and shown on the Airport Layout Plan
attached as Exhibit A to the. Management Agreement, 'including a
control tower, roads, aprons, runways; taxiways and all associated
infrastructure and improvements and all improvements constructed or
to be constructed on the Airport; and
WHEREAS, the Management Agreement obligates the Operator to manage,
operate and maintain 'the Airport (as shown on said Exhibit A) ,
together with the buildings, structures, fixtures, improvements,
runways, taxiways, roads, paved areas of every kind, facilities,
additions and installations, and other property of the City located,
to be located or which may be constructed thereon by the Operator
or others during the term of the Management Agreement [with the
exception of facilities and improvements (a) leased by the City to
third parties, (b) constructed by lease holders on the Airport, and
(c) utility improvements constructed for the sole purpose of
crossing the Airport] ; and
WHEREAS, the City desires to acquire the real property described on
Exhibit A to this Second Amendment (the "Expansion Site" ) and add
such real property to the Airport (including a revision to the
Airport Layout Plan) ; and
WHEREAS, the City desires to construct aviation-related
improvements (the "Improvements" ) on the Expansion Site, as more
particularly described on Exhibit B to this Second Amendment, and
to lease the Expansion Site and Improvements (the "Leased
Premises" ) to a third-party user (the "Lessee" ) for aviation-
related purposes; and
WHEREAS, the City desires to finance the construction of the Leased
Premises through the issuance of revenue bonds by the Alliance
Airport Authority with the debt service on such bonds to be secured
by lease revenues from the Lessee; and
OFFICK RECORD
MY SECRETARY
ORTUP
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WHEREAS, The City desires to charge the Lessee "Landing Fees" as
defined in and in accordance with the Operating Agreement (the
"Operating_Agreement" ) attached hereto (as Exhibit C) and
incorporated as part of this Second Amendment; and
WHEREAS, subject to the terms and conditions set forth in this
Second Amendment, the Operator is agreeable to including the
Expansion Site within the boundaries of the Airport and to using
the Operating Agreement as the basis for determining how the Lessee
will be charged for Lessee's use of the Airport.
NOW THEREFORE, in consideration of the mutual agreements set forth
in this Second Amendment. and other consideration the receipt and
adequacy of which are acknowledged, the City and the Operator agree
as follows:
1. Exhibit A to the Management Agreement shall be replaced in its
entirety by a revised Airport Layout Plan that will include the
Expansion Site, which revised Airport Layout Plan shall be approved
by the Federal Aviation Administration and the City.
2. Upon approval of the revised Airport Layout Plan, the
Expansion Site shall be included as part of the Airport, the
Expansion Site shall be subject to provisions of the Management
Agreement, and the City's Access Ordinance (Ordinance No. 10113)
shall not apply to the Expansion Site.
3. The Lessee shall be charged for Lessee's use of the Airport in
accordance with the Operating Agreement. An amendment to the
Landing Fees in the Operating Agreement, the effect of which would
reduce revenues to the Operator without the Operator's consent,
shall constitute a breach of this Second Amendment and shall result
in an amendment to the Management Agreement to the extent necessary
to produce the same economic benefit to the Operator as if the
Operating Agreement had not been amended. In any year in which the
Landing Fees provided in the Operating Agreement are so amended,
the City shall, at the end of each calendar month; transfer from
the City's general fund to the Depository Account (as defined in
the Management Agreement) an amount equal to the difference between
the amended Landing Fees and the Landing Fees that otherwise would
have been paid under the Operating Agreement before such amendment.
Any such amounts paid by the City shall be Airport Revenue as
defined in the Management Agreement.
4. The City shall require the Lessee to use, manage, operate,
maintain and repair the Leased Premises in accordance with all of
the same standards, conditions and provisions that are applicable
(or may hereafter be applicable) to the Operator under the
Management Agreement.
5 . Under Section 4 .8 (5 ) of the Management Agreement, the
Operator's sole duty and responsibility with respect to the Leased
Premises shall be to:
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( 1) determine full and-complete compliance with the terms and
conditions contained in the lease from the City to the
Lessee;
(2) determine whether the lease is carried out in a manner
which is consistent with the proper operation of the
Airport:
(3) provide coordination to avoid or minimize disruption of
Airport operations and services; and
(4) advise the City of all obligations imposed on the City
pursuant to the lease.
6. No federal or state funds that are now or hereafter made
available for airport improvements shall be used for the direct or
indirect benefit of the Lessee or the Leased Premises ,(other than
incidental benefits that would accrue to all users of the Airport) .
7 . Airport Revenue (as defined in the Management Agreement) shall
not include:
(1) the revenue generated by the conduct of fixed base
operations or other aeronautical activities at the
Airport other than the Airport land rent, flowage fees
and other Airport fees applicable to such activities;
(2) payments identified in ground leases to compensate the
City or Alliance Airport Authority for bond indebtedness,
or the City's share of profit for compensation for
services provided by the City from said ground leases; or
(3) any ad valorem or sales taxes, which are levied against
the Lessee, or the Leased Premises.
8. The Leased Premises will continue to be bound by and subject
to all private covenants, conditions and restrictions that are of
record and that affected the Expansion Site prior to its inclusion
as part of the Airport; provided, however, that nothing herein
shall prevent the release or modification of such covenants,
conditions and restrictions in the manner authorized in such
covenants, conditions and restrictions.
9. Except as modified by this Second Amendment, the Management
Agreement shall remain in full force and effect.
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APPROVED AS TO FORM CITY OF FORT WORTH
AND LEGALITY
I
City Attorney Assistant City anager
ATTEST:
City Secretary
ALLIANCE AIR SERVICES, INC.
-7,
. Timothy D. Ward, Presi t
Contract Authorization
M&C C-15358
3/26/96
Date
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EXHIBIT IA"
LEGAL DESCRIPTION
BEING A TRACT OF LAND SITUATED IN THE G. OVERTON SURVEY, ABSTRACT
NO. 972, THE E;B. PETERS SURVEY, ABSTRACT NO. 1626, THE A. MCDONALD
SURVEY ABSTRACT NO. 786,AND THE J. EVANS SURVEY,ABSTRACT NO. 396,IN
DENTON COUNTY, TEXAS; AND BEING ALL OF THAT CERTAIN 158.00 ACRE
TRACT OF LAND DESCRIBED IN DEED TO FEDERAL EXPRESS CORPORATION,
FILED BY CLERKS FILE NO. 94-R0034691,MAP RECORDS OF DENTON COUNTY,
TEXAS TOGETHER WITH A PART OF THAT CERTAIN TRACT OF LAND
DESCRIBED IN DEED TO ALLIANCE AIRPORT LTD., RECORDED IN VOLUME
2451, PAGE 412, REAL RECORDS OF DENTON COUNTY TEXAS; SAID TRACT
BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS
FOLLOWS:
COMMENCING AT A I INCH STEEL ROD ON THE WEST LINE OF SAID
ALLIANCE AIRPORT TRACT, BEING THE SOUTHWEST CORNER OF LOT 1,
BLOCK 1 AMERICAN AIRLINES AFW MAINTENANCE BASE, RECORDED IN
CABINET H, PAGE 309, PLAT RECORDS OF DENTON COUNTY, TEXAS AND
CABINET A, SLIDE 593, PLAT RECORDS OF TARRANT COUNTY, TEXAS; SAID
ROD ALSO BEING THE MOST WESTERLY NORTHWEST CORNER OF TAXIWAY
H, AS DESCRIBED IN DEED TO THE CITY OF FORT WORTH, RECORDED IN
VOLUME 2931,PAGE 213,REAL RECORDS OF DENTON COUNTY,TEXAS;
THENCE SOUTH 09053'13" EAST, WITH THE WEST LINE OF SAID ALLIANCE
AIRPORT TRACT, AND THE WEST END OF TAXIWAY H, A DISTANCE OF 299.79
FEET TO A "+" CUT IN CONCRETE, BEING THE NORTHWEST CORNER OF SAID
FEDERAL EXPRESS TRACT AND THE POINT OF BEGINNING OF THIS TRACT
HEREIN DESCRIBED.
THENCE NORTH 80006'47" EAST, WITH A SOUTH LINE OF TAXIWAY H, A
DISTANCE OF 2657.33 FEET TO A RAILROAD SPIKE IN CONCRETE AT A FENCE
POST,THE NORTHEAST CORNER OF SAID FEDERAL EXPRESS TRACT;
THENCE SOUTH 09053'13" EAST WITH THE EAST LINE OF SAID FEDERAL
EXPRESS TRACT, A DISTANCE OF 1390.00 FEET TO A 5/8 INCH CARTER &
BURGESS CAPPED STEEL ROD.
THENCE NORTH 80006'47" EAST, A DISTANCE OF 385.29 FEET TO A 5/8 INCH
CARTER&BURGESS CAPPED STEEL ROD.
THENCE SOUTH 09053'13" EAST, A DISTANCE OF 1132.00 FEET TO A 5/8 INCH
CARTER& BURGESS CAPPED STEEL ROD.
THENCE SOUTH 80006'47" WEST, A DISTANCE OF 269.78 FEET TO A 5/8 INCH
CARTER & BURGESS CAPPED STEEL ROD, AT THE BEGINNING OF A CURVE TO
THE RIGHT WHOSE RADIUS IS 166.00 AND WHOSE CHORD BEARS NORTH
77050'23" SECONDS WEST, 124.62 FEET.
A-]
THENCE IN A WESTERLY DIRECTION WITH SAID CURVE THROUGH A
CENTRAL ANGLE OF 44°05'40", A DISTANCE OF 127.75 FEET TO' A 5/8 INCH
CARTER & BURGESS CAPPED STEEL ROD ON THE EAST LINE OF SAID
FEDERAL EXPRESS TRACT.
THENCE SOUTH 09 053'13" EAST, WITH SAID EAST LINE A DISTANCE OF 84.28
FEET TO A 5/8 INCH CARTER & BURGESS CAPPED STEEL ROD LYING IN A
CURVE TO THE LEFT WHOSE RADIUS IS 234.00 FEET AND WHOSE CHORD
BEARS SOUTH 85 005'50" EAST, 119.47 FEET;
THENCE IN AN EASTERLY DIRECTION WITH SAID CURVE THROUGH A
CENTRAL ANGLE OF 29 034'47", A DISTANCE OF 120.81 FEET TO A 5/8 INCH
CAPPED CARTER& BURGESS STEEL ROD.
THENCE SOUTH 80 006'47" WEST, PASSING AT A DISTANCE OF 115.51 FEET, A 5/8
INCH CARTER & BURGESS CAPPED STEEL ROD BEING THE SOUTHEAST
CORNER OF SAID FEDERAL EXPRESS TRACT, CONTINUING WITH ITS SOUTH
LINE IN ALL A DISTANCE OF 2772.84 FEET TO A 5/8 INCH CARTER & BURGESS
CAPPED STEEL ROD FOR THE SOUTHWEST CORNER OF SAID FEDERAL
EXPRESS TRACT, ON THE WEST LINE OF THE BEFORE MENTIONED ALLIANCE
AIRPORT TRACT; M
THENCE NORTH 09 053'13" WEST WITH THE WEST LINE OF SAID ALLIANCE
AIRPORT TRACT, AND THE WEST LINE OF SAID FEDERAL EXPRESS TRACT, A
DISTANCE OF 2590.00 FEET TO THE POINT OF BEGINNING AND EMBRACING
7,318,088 SQUARE FEET,OR 168.00 ACRES OF LAND.
A-2
Exhibit B
Description of Improvements to be Constructed on the Expansion Site
Buildings, structures, improvements, equipment and facilities for
the purpose of distribution of express . cargo and parcels and for
other purposes reasonably incidental thereto.
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EXIII]31xr v°Cve
Operating Agreement
for Fort Worth Alliance Airport
between ,
CITY OF FORT WORTH, TEXAS
and
FEDERAL EXPRESS CORPORATION
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I N D E X
Rec' itals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . 1
ARTICLE I
Definitions
1. 1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2 Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE II
Term
2. 1 Term of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.2 Termination of Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE III
City's Grants
3. 1 Nature of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.2 General Use of the Airport . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.3 No Joint Venture or Partnership . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE IV
Airport Requirements
4. 1 Security Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.2 Limitations on Signage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.3 Prudent Operation . . . . . . . . .I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.4 Maintenance by FedEx . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.5 Removal of Disabled Aircraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4 . 6 Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.7 Airfield Layout and Design . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4. 8 Maintenance and Operation of Airport . . . . . . . . . . . . . . . . . . . . 9
ARTICLE V
Fees and Charges
5.1 Report of FedEx . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5 .2 Landing Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5 .3 Special Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5 . 4 Use Contingent upon Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5 .5 Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
5 . 6 Delinquencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE VI
Governmental Requirements
6. 1 Governmental Requirements-General . . . . . . . . . . . . . . . . . . .. . . . 12
6. 2 Non-Discrimination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6. 3 Operating Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
6. 3 Change in Use. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE VII
Events of Default
7 . 1 Events of Default Defined . . . . . . . . . . . . . . . . 14
7 . 2 Remedies upon FedEx1 Default . . . . . . . . . . .. . . . . . . . . . . . . . . . . 15
7 .3 Non-Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
7 . 4 Event of Default by City, FedEx1 Remedies . . . . . . . . . . . . . . 16
7 .5 City's Covenant Against Restrictions . . . . . . . . . . . . . . . . . . . 16
ARTICLE VIII
Transfer of Interest
8.1 Assignments to the City . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8 . 2 Assigning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE IX
Miscellaneous
9.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
9.2 Severability . . . . . . . . . . : . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
9.3 Entire Agreement; Modification . . . . . . . . . . . . . . . . . . . . . . . . . 18
9. 4 Execution of Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
9.5 Effect of Sundays and Legal Holidays . . . . . . . . . . . . . . . . . . . 18
9. 6 Descriptive Headings Table of Contents . . . . . . . . . . . . . . . . . 19
9.7 Choice of Law Enforcement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
9. 8 Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . '19
9. 9 Construction of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
9. 10 Consent Not Unreasonably Withheld . . . . . . . . . . . . . . . . . . . . . . 20
9.11 Recovery of Attorney's Fees and Costs . . . . . . . . . . . . . . . . c . 20
9. 12 Binding Effect . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
ExhibitA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
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QPERATTNG AGREEMENT
h r .
This Agreement dated this �t Y �k day of { 199 �p, is
entered into between the City of Fort Worth, Texas ("City") and
Federal Express Corporation, a corporation duly created and existing
under the laws of the State of Delaware ("FedEx") .
R E C I T A L S:
1. City owns the Fort Worth Alliance Airport ("Airport")
generally located in Tarrant and Denton County, Texas; and
2 . FedEx is engaged in the business of distribution of express
cargo and parcels; and
3 . FedEx and the AllianceAirport Authority, Inc. ("the
Authority") executed the Land and Special Facilities Lease Agreement
dated as of April 1, 1996, by and between the Authority, as Lessor,
and FedEx, as Lessee, ("Lease Agreement") pertaining to, among other
things, the rights and obligations of FedEx in its use of certain
facilities located or to be located at the Airport; and
4. City and FedEx desire to set forth the understanding by and
between the parties as to FedEx' use of the common runways, taxiways,
ramps and other public portions of the Airport, not contained within
the Leased Premises .
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NOW THEREFORE, in consideration of the mutual covenants
hereinafter contained to be kept and performed by the parties hereto
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and upon the provisions and conditions hereinafter set forth, City
and FedEx do hereby agree as follows:
ARTICLE I
Definitions
Section 1.1. Definitions. Throughout this Agreement, the
following words shall have the following meanings, respectively,
unless the context clearly shall indicate some other meaning:
a. Agreement means this Operating Agreement between City and
FedEx;
b. Airport means the Fort Worth Alliance Airport;
C. City means the City of Fort Worth, Texas;
d. Corporation means the Alliance Airport Authority, Inc. ;
e. CPI means the Consumer Price Index for all Urban Consumers
published by the Bureau of Labor Statistics of the United States
Department of Labor for the Dallas/Fort Worth Metropolitan Area, all
items (1982-84 = 100) , or any successor index thereto. If the CPI
shall hereafter be converted to a different standard reference base
or shall otherwise be revised, any determination hereunder which uses
the CPI shall be made with the use of such conversion factor, formula
or table for converting the CPI as may be published by the Bureau of
Labor Statistics, or, if said Bureau shall not publish the same, then
with the use of such conversion factor, formula or table as may be
published by Prentice Hall, Inc. , or failing such publication, by any
other nationally recognized publisher of similar statistical
information. If the CPI shall cease to be published, then, for the
purposes of this Agreement, there shall be substituted as the CPI,
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such other similar index as shall be selected by mutual agreement of
City and FedEx.
f. Design Group V Aircraft means the aircraft used as the
criteria. for airfield layout and design in accordance with FAA
Advisory Circular, AC 150/5300-13, Airport Design, as amended;
9- FAA means the Federal Aviation Administration of the United
States, or any federal agency succeeding to its jurisdiction or
function;
h. Governmental Requirements means all federal, state and local
laws, rules, regulations, security plans, and rulings, including all
amendments, now in effect or hereinafter enacted;
i. Landing means all landings of aircraft by FedEx at the
Airport;
j . Leased Premises means (i) any land which is hereafter leased
to FedEx by City pursuant to the Lease Agreement in addition to the
Land which is included within the Special Facilities; (ii) the
Special Facilities; (iii) any Lessee Improvements that have been
conveyed to City pursuant to Section 308 of the Lease; and (iv) any
other buildings, structures, additions, improvements, fixtures and
facilities constructed on the Land from time to time, other than
Lessee Improvements, all as defined in the Lease Agreement;
k. Manager means (i) Alliance Air Services, Inc. , a Texas
corporation or any -successor thereto or assign thereof and (ii) any
person succeeding the entity named in clause (i) as manager of the
Airport;
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1. Maximum Gross Landed Weight means the maximum weight in
1, 000 pound units for the type of aircraft landed by FedEx, as
certified by the aircraft manufacturer to the FAA;
M. Term means the period of• time that this Agreement shall be
in effect, as set forth in Section 2.1.
Section 1.2. Rules of Construction. Throughout this, Agreement,
unless the context clearly indicates otherwise:
a. the singular includes the plural and vice versa;
b. the words "and" and "or" shall be both conjunctive and
disjunctive;
C. the words "all" and "any" mean "any and all";
d. the word "including" means "including without limitations";
e. the word "he" or any other masculine includes any individual
regardless of sex;
f. reference to any exhibits shall mean exhibits attached to
this Agreement which shall be incorporated by reference; and
g. reference to articles or sections respectively shall mean
articles or sections of this Agreement.
ARTICLE II
TERM
Section 2.1. Term of Agreement. The Term shall commence on the
first day of the first month after the first landing by FedEx
subsequent to the complete execution of this Agreement, and shall be
coterminous with the Lease Agreement, as same may be extended or
amended in the future. As of the effective date of termination or
cancellation of this Agreement, all obligations which have been
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incurred by City or FedEx, as the case may be, or with respect to
which FedEx or City shall be in default, shall survive such
termination or cancellation.
Section 2.2. Termination of Use. Except as otherwise expressly
provided in this Agreement, at the expiration or sooner termination
of this Agreement or any amendment hereto or any extension hereof,
FedEx` right to use the premises, facilities, rights, licenses,
services and privileges herein granted, shall cease at the Airport.
ARTICLE III
CITY'S GRANTS ,
Section 3.1. Nature of Agreement. This Agreement shall not be
construed to be a lease of any Airport property nor create a
landlord-tenant relationship between City and FedEx.
Section 3.2. General Use of the Airport. City hereby grants to
FedEx the right to use, on a non-exclusive basis, including the
unobstructed right of ingress and egress, public areas of the Airport
and runways, taxiways, aprons, lighting, navigation aids, and other
facilities necessary for the operation of aircraft, for all lawful
purposes related to FedEx' aviation activities; including but not
limited to:
a. landing, taking off, flying over, taxiing, pushing, towing,
parking, loading, and unloading of aircraft;
b. training of personnel;
C. testing of aircraft and other equipment;
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d purchase at the Airport or elsewhere, from any person or
company, of aviation fuel, ground vehicle fuel, lubricating oil,
grease, solvents, and other materials, supplies and services;
e. loading and unloading of persons, property, cargo and
parcels by motor vehicle or any other means;
f. installation, operation and maintenance of directional and
identification signs approved by City; and
9- any other activity of FedEx reasonably necessary for or
incidental to aircraft operations or aviation related activities.
Section 3.3. No Joint Venture or Partnership. This Agreement
shall not be deemed or construed (a) to create any relationship of
joint. venture or partnership between the parties, (b) to give City
any interest in the business of FedEx, or (c) to grant to FedEx any
powers as an agent or representative of City for any purpose or to
bind City. FedEx shall be an independent contractor owning and
operating its business as herein described.
ARTICLE IV
AIRPORT REQUIREMENTS
Section 4.1. Security Plan. At its sole cost and expense, FedEx
shall comply with the Airport Security Plan which has been or. will be
established in accordance with applicable FAA regulations. City
agrees to permit FedEx to participate fully in development of the
Airport Security Plan. City shall take into consideration comments,
suggestions and requests of FedEx regarding the Airport Security
Plan, and shall also consider methods designed to reduce or eliminate
adverse operational and cost impacts on FedEx; provided that the
remove all oil and grease spillage which is attributable to FedEx,
aircraft or other equipment of FedEx on Airport property.
Section 4.5. Removal of Disabled Aircraft. FedEx shall use its
best efforts to promptly remove any of its disabled aircraft from any
public part of the Airport, including without limitation, runways,
taxiways, aprons and ramp areas and shall place any such disabled
aircraft only in facilities exclusively leased by FedEx or such
storage areas as may be designated by City, and may store such
disabled aircraft in City storage areas only for such length of time
and upon such conditions as may be established by City. In the event
FedEx should fail to remove any of its disabled aircraft promptly in
accordance with this paragraph, City may, but shall not be obligated
to, cause the removal of such disabled aircraft. FedEx hereby
releases City from any and all claims for damage to the disabled
aircraft, the removal of which is necessitated by FedEx' failure to
remove such aircraft promptly or otherwise arising from or in any way
connected with such removal by City, except to 'the extent that such
damage is caused by the negligence or willful acts of - City. In
addition, City shall use its best efforts to promptly remove or have
removed any disabled aircraft not operated by FedEx from any part of
the Airport as provided in this Section 4 .5 .
Section 4. 6. Inspection. city and its authorized
representatives shall have the right to inspect any areas at the
Airport in FedEx' control or possession during all reasonable hours.
This right does not extend to FedEx' Leased Premises unless City
shall give reasonable notice to FedEx and comply with all
requirements for such inspection contained in the Lease Agreement.
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Section 4.7. Airfield Layout and Design. City hereby
specifically acknowledges that the taxiways and aprons at the Airport
are stressed' for a maximum gross landed weight up to and including.
Design Group V Aircraft as specified by the FAA.
Section 4.8. Maintenance and Operation of Airport. city
agrees, warrants and covenants that:
W it will at all times maintain and operate with adequate
and efficient personnel and keep in good repair, the
Airport and specifically the runways and taxiways, and
the appurtenances, facilities, and services now or
hereafter connected therewith, %and keep said Airport and
its approaches free from obstruction, congestion and
interference, including snow removal, for the safe,
convenient and proper use thereof by FedEx,',
(ii) it will maintain the Airport in accordance with FAA
Certification requirements and maintain adequate rescue
and firefighting equipment and personnel to meet such FAA
Certification requirements which meet or exceed the
activity level of FedExI aircraft using the Airport;
(iii) the Airport will be operational 24 hours per day, 365
days per year (366 days per year during leap years) ,
unless FedEx agrees in writing to a reduced operating
schedule; and
(iv) there will be no restrictions placed on FedExI night
operations.
10
ARTICLE V
FEES AND CHARGES
Section 5.1. Report of FedEx. FedEx, for every month during the
Term, shall furnish to Manager on or before the 10th day of the next
succeeding month, a "Monthly Landing Report" in the form attached
hereto as Exhibit A-1. This report shall be used by Manager to
compute landing fees due by FedEx in accordance with Section 5.2
hereof.
Section 5.2. Landing Fees. FedEx shall pay monthly landing fees
("Landing Fees") to City -for the privilege of using the Airport.
FedEx shall pay to Manager the Landing Fees due for $he preceding
month within 10 days following receipt of an invoice from Manager for
such Landing Fees.
The amount of the Landing Fees shall be computed per 1, 000 pounds
of Maximum Gross Landed Weight for the type of aircraft landed, in
accordance with the landing fee schedule labeled "Computation of
Landing Fees to Be Paid By FedEx" (which landing fee schedule is
attached hereto as Exhibit A) for the first five years of the Term.
The landing fee schedule shall be adjusted for each subsequent five
year period of the remainder of the Term by the percentage increase
in the CPI between (i) the first day of the year of adjustment and
(ii) the date that was five years before such first day. Except as
provided in Section 5 .3 below, no other fee, charge, assessment or
rental of any nature shall be paid by FedEx to City or. Manager for
any right granted to FedEx by this Agreement or for any service,
privilege or facility used by or provided to FedEx at the Airport and
not covered by a separate agreement, including, but not limited to,
II
fees for aircraft parking pursuant to Section 3-116 of the City Code,
fees or permit charges for Airport uses pursuant to City Ordinance
No. 10113, and fees for flowage operations pursuant to Section 3-
285 (0) of City Code, provided; however, that FedEx shall pay for
parking on the public ramp for that period of time in excess of eight
hours for each separate incident, at a rate no greater than that
charged to all other users of the Airport.
Section 5.3. Special Charges. Notwithstanding anything to the
contrary in Section 5.2 or in any other provision of this Agreement,
City may charge for (and FedEx agrees to pay within 30 days *after
receipt of an invoice from City) :
(a) special licenses and special permits;
(b) special services requested by FedEx;
(c) reasonable costs and expenses incurred by or on behalf of
city in removing disabled aircraft which FedEx fails to
remove as provided in Section 4 .5 hereof;
(d) reasonable costs and expenses incurred by or on behalf of
City (after the giving of notice and the expiration of
cure periods set forth in Article VII of this Agreement)
to remove litter, debris, refuse, petroleum products
(including oil and grease) that result from the activities
of FedEx or its employees, agents or suppliers at the
Airport, exclusive of the Leased Premises; and
(e) other reasonable costs and expenses incurred by or on
behalf of City (after the giving of notice and the
expiration of cure periods set forth in Article VII of
12
this Agreement) as a result of any failure by FedEx to
perform its duties and obligations under this Agreement.
Section 5.4. Use Contingent Upon Payment. The grant of the
right, licenses, facilities, services and privileges to FedEx under
this Agreement shall, in each case, be subject to the payment of the
Landing Fees.
Section 5.5. Place of Payment. All Landing Fees payable by
FedEx hereunder shall be delivered to:
Alliance Air Services, Inc.
Alliance Airport
2250 Alliance Boulevard
Fort Worth, Texas 76177
Section 5. 6. Delinquencies. City may impose a delinquency
charge on all overdue payments at the then current prime rate charged
by the Trustee, as defined in the Lease Agreement, to its most
creditworthy customers.
ARTICLE VI
GOVERNMENTAL REQUIREMENTS
Section 6.1. Governmental Requirements - General. FedEx shall
comply with all Governmental Requirements applicable to FedEx'
activities performed under this Agreement. Without limiting the
generality of the foregoing, FedEx shall at all times use and occupy
the Airport in strict accordance with all rules, regulations and
security plans that may be imposed by the FAA with respect to the
Airport and operations thereof.
I
FedEx shall procure, and require all its subsidiaries or
assignees to procure, from all governmental authorities having
I
I
13
jurisdiction over the operation of FedEx .hereunder, all licenses,
franchises, certificates, permits or other authorizations which may
be necessary for the conduct of FedEx' business at the Airport.
FedEx shall require its guests and invitees and those doing
business with it to comply with all Governmental Requirements
relating to the conduct and operation of FedEx' business at the
Airport.
Section 6.2, Non-Discrimination. FedEx, for itself, its
personal representatives, successors in interest, and assigns, as
part of the consideration hereof, does hereby covenant and agree that
it will comply with pertinent statutes, Executive Orders and such
rules that are promulgated to assure that (1) no person on the
grounds of race, color, creed, sex, age or national origin shall be
excluded from participation in, denied the benefits of, or otherwise
be subjected to discrimination in the use of the Airport pursuant to
this Agreement; (2) in the construction of any improvements on, over
or under such land and the furnishing of services thereof no person
on the grounds of race, color, creed, sex, age or national origin
shall be excluded from participation in, denied the benefits of, or
otherwise be subjected to discrimination; (3) FedEx shall use the
Airport in compliance with all other requirements imposed by or
pursuant to Title 49, Code of Federal Regulations, Department of
Transportation, Effectuation of Title VI of the Civil Rights Act of
1964, and as said Regulations may be amended, to the extent that said
requirements are applicable, as a matter of law, to FedEx.
i
With respect to FedEx' use of the Airport pursuant to this
Agreement, FedEx agrees to furnish services on a fair, equal and not
14
unjustly discriminatory basis to all users thereof, and to charge
fair, reasonable and not unjustly discriminatory prices for each unit
or service; provided, that FedEx may be allowed to. make reasonable
and nondiscriminatory discounts, rebates or other similar types of
price reductions to volume purchasers.
FedEx assures that, in the conduct of its operations at the
Airport, it will comply with pertinent statutes, Executive Orders and
such rules as are promulgated to assure that no person shall, on the
grounds of race, creed, color, national origin, sex, age or handicap,
be excluded from participating in any activity conducted with or
benefiting from federal assistance.
Section 6.3. Operating Certificate. Concurrent with execution
of this Agreement, FedEx shall deliver to City a copy of FedEx,
operating certificate as issued by the FAA. FedEx shall immediately
notify City of any change, modification, amendment, termination,
revocation or cessation of said certificate.
Section 6.4. Change in Use. FedEx agrees that it will not use
the Airport in any manner that is contrary to the use specified in
Section 3.2 herein. Prior to initiating a change in its use of the
Airport, FedEx shall obtain a determination from City whether such
changed use would constitute a violation by City of the 1968
Concurrent Bond Ordinance.
ARTICLE VII
EVENTS OF DEFAULT
Section 7.1. Events of Default Defined. The following shall be
events of default" under this Agreement, and the term "events of
15
default" or "default" shall mean, wherever they are used herein, any
one or more of the following:
a. FedEx' failure to pay when due and owing any Landing Fees
where such nonpayment continues unpaid for more that five days from
the date FedEx receives written notice that the same are due and
owing;
b. FedEx' termination of its corporate structure, except as
herein permitted;
C. filing by FedEx of a petition requesting relief or
instituting a proceeding under any act, state or federal, relating to
the subject of bankruptcy or insolvency; or filing of an involuntary
petition in bankruptcy or institution of any other similar proceeding
against FedEx and such is continued for 90 days; appointment of a
receiver of all or substantially all of the property of FedEx and the
appointment is not rescinded or dismissed within 60 days; or the
making of an assignment by FedEx for the benefit of its creditors;
d. FedEx' failure to observe or perform any other of its
obligations hereunder, where such failure continues unremedied for 30
days after City shall have given FedEx written notice specifying such
default, unless FedEx has instituted corrective action within said 30
day period and is diligently pursuing 'the same, in which case no
default shall exist.
Section 7.2. Remedies Upon FedEx' Default. Each party reserves
all rights, remedies and defenses it may have under law or equity, to
any action to which it may become a party. The rights and remedies
given to City and FedEx in this Agreement are distinct, separate and
cumulative; and no one of them, whether or not exercised by either
I
16
party, shall be deemed to be in exclusion of any of the others herein
or by law or in equity provided.
Section 7.3. Non-waiver. Neither waiver by City or FedEx of any
breach by a party of any provision hereof, nor any forbearance by
City or FedEx 'to. seek a remedy for any such breach, shall operate as
a waiver of any other breach by City or FedEx, as the case may be.
Section 7.4. Event of Default by City, FedEx) Remedies. city
shall not be in default in the performance of any of its obligations
hereunder until City shall have failed to perform such obligations
for 30 days or such additional time as is reasonably required to
correct any such non-performance, after notice by FedEx to City
specifying wherein City has failed to - perform any such obligations;
neither the occurrence nor existence of any default by City shall
relieve FedEx of its obligation hereunder to pay Landing Fees.
Section 7.5. City's Covenant Against Restrictions. City will
not at any time adopt ordinances, laws, rules or regulations of any
type that would be more restrictive on FedEx' operation at the
Airport than those existing -on the date of this Agreement. city
covenants and agrees to promptly notify FedEx of the adoption of any
ordinances, laws, rules or regulations by the City relating to the
Airport.
ARTICLE VIII
TRANSFER OF INTERESTS
Section 8.1. Assignments to the City. City may transfer or
assign this Agreement to any other successor in interest to whom the
Airport may be sold, leased or assigned; however, the successor in
17
interest shall execute and deliver to City, with a copy to FedEx, an
instrument assuming the obligations of City under this Agreement.
Section 8.2. Assigning. FedEx shall have the right to assign
its rights or obligations granted or required herein.
ARTICLE IX
Miscellaneous
Section 9.1. Notices. All notices, certificates, statements,
demands, requests, consents, approvals, authorizations, offers,
agreements, appointments, designations or other communications which
may be or are required to be given by either party hereto to the
other shall be deemed to have been duly given on the third day
following the day on which the same are mailed by registered or
certified mail, postage pre-paid and shall be' deemed to have been
duly given when received if hand-delivered or sent by. FedEx delivery,
addressed as follows:
if to City: Alliance Air Services, Inc.
Alliance Airport
2250 Alliance Boulevard
Fort Worth, Texas 76177
with copy to: City Manager '
1000 Throckmorton
Fort Worth, Texas 76102
and if to FedEx: Federal Express Corporation
2003 Corporate Avenue
Memphis, Tennessee 38132 °
Attn. ; Vice President, Properties
and Facilities
i
18
with copy to: Federal Express Corporation
Legal Department
1980 Nonconnah Boulevard
Memphis, Tennessee 38132
Attn. : Managing Attorney, Real Estate
Development and operations
City and FedEx may, by notice given hereunder, designate any further
or different addresses to which subsequent notices, certificates or
other communications shall be sent.
Section 9.2. Severabil±ty. In the event any provisions of this
Agreement , shall be held invalid or unenforceable by any court of
competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof, unless such holding shall
materially affect the rights of either party as set forth herein.
Section 9.3. Entire Agreement; Modification. This Agreement and
the other agreements and documents described or referenced herein and
in such other instruments * embody the entire agreement between the
parties and supersede all prior agreements and understandings, if
any, relating to the subject matter hereof, and may be amended and
supplemented only by a written agreement of subsequent date hereto
signed by City and FedEx.
Section 9.4. Execution of Counterparts. This Agreement may be
executed in several counterparts simultaneously, each of which shall
be an original and all of which shall constitute but one and the same
instrument.
Section 9.5. Effect of Sundays and Legal Holidays. Whenever
this Agreement requires any action to be taken on a Sunday or a legal
holiday, such action shall be taken on the first business day
occurring thereafter. Whenever in this Agreement, the time within
L
19
which any action is required to be taken, or within which any right
will lapse or expire, shall terminate on Sunday or a legal holiday,
such time shall continue to run until 11:59 P.M. on the next
succeeding business day. For purposes of this Agreement, a legal
holiday shall mean those days designated as state bank holidays in
either or both of Memphis, Tennessee and Fort Worth, Texas.
Section 9. 6 Descriptive Headings Table of Contents. The
descriptive headings of the sections of this Agreement and any Table
of Contents attached hereto are inserted or annexed for convenience
of reference only and do not constitute a part of this Agreement, and
shall not affect the meaning, construction, interpretation or effect
of this Agreement.
Section 9.7. Choice of Law. This Agreement shall be construed
and enforced in accordance with the laws of the State of Texas.
Venue for any action pursuant to this Agreement shall be Tarrant
County, Texas. Whenever in this Agreement it is provided that either
party shall make any payment or perform, or refrain from performing,
any act or obligation, each such provision, even though not so
expressed, shall be construed as an express covenant to make such
payment or to perform or not to perform, as the case may be, such act
or obligation.
Section 9.8. Force Majeure. Neither City nor FedEx shall be
deemed in violation of this . Agreement if it is prevented from
performing any of the obligations hereunder by reason of embargoes,
shortages of material, acts of God, acts of the public enemy, acts of
superior governmental authority, weather conditions, floods, riots,
rebellions, sabotage or any other circumstances for which it is not
o
20
responsible, or which are not in its control; and the time for
performance shall be automatically extended by the period the party
is prevented from performing its obligations hereunder. These
provisions shall not apply to the failure of FedEx to pay the Landing
Fees.
Section 9. 9. Construction of Agreement. In the event of
ambiguity in any of the terms of this Agreement, it shall not be
construed for or against any party on the basis :that such party did
or did not author the same.
Section 9.10. Consent Not Unreasonably Withheld. Whenever it is
provided herein that the consent of City or FedEx is required, such
consent shall not be unreasonably withheld, conditioned or delayed,
except as provided herein.
Section 9.11. Recovery of Attorney's Fees and Costs. If either
party shall bring any legal or equitable action against the other
party, the nonprevailing party shall pay to the prevailing party the
reasonable attorney's fee and costs incurred by the prevailing party
in such action and any appeal therefrom. For purposes of this
section, "costs" shall include expert witness fees, court reporter
fees and all court costs.
Section 9.12. Binding Effect. This Agreement shall inure to the
benefit of and shall be binding upon City, FedEx and their respective
successors and assigns, if such assignment shall have been made in
conformity with the provisions of this Agreement.
21
IN WITNESS WHEREOF, (City and +FedEx have executed this Agreement
on the day of a "� �� ` , 19
CITY OF FORT WORTH
Its:
Attest:
Secretary
/� FED E PRESS CORPORATION
Contract Authorization
��02 Its:
Attest:
amiss Sec etary
.2968"%
EXHIBIT A
TO
ALLIANCE AIRPORT OPERATING AGREEMENT
COMPIITATION OF LANDING FEES TO BE PAID BY FEDEX
on or before the 10th day of each calendar month, FedEx
shall submit to Manager a "Monthly Landing Report" in the form
similar-to that attached hereto as Exhibit "A-111 . Landing Fees
shall be paid within 30 days following receipt of an invoice
from Manager.
FedEx agrees to pay to Manager, Landing Fees based on
the following schedule:
$0.00 for the first 4, 950, 000 pounds landed
during each 12-month period beginning on the
first day of the Term.
$0.98 per 1, 000 pounds in excess of 4, 950,000 up
to 1,000,000,000 pounds landed during each 12-
month period beginning on the first day of the
Term.
$0.85. per 1,000 pounds in excess of
1, 000, 000, 000 but less than 1,500,000, 000 pounds
landed during each 12-month period beginning on
the first day of the Term.
$0.55 per 1, 000 pounds in excess of
1, 500, 000, 000 pounds landed during each 12-month
period beginning on the first day of the Term.
The Landing Fees set forth above shall apply for the
first five year period of the Term and shall be adjusted
thereafter as provided for in Section 5.2 of the foregoing
Operating Agreement by City and FedEx.
The credit for the first 4, 950, 000 pounds landed
during each 12 month period was calculated by multiplying
a weighted average landed weight of 198, 000 pounds by 25.
The 4, 950, 000 pound credit shall apply for the first five
year period of the Term. The credit shall be adjusted
upward every subsequent five year period of the remainder
of the Term by multiplying the weighted average landed
weight for the 12 month period immediately preceding the
first day of the year of adjustment by 25.
I
b MAR
RESOLUTION AUTHORIZING THE EXECUTION OF AN OPERATING AGREEMENT
AND AN ASSUMPTION AND ASSIGNMENT AGREEMENT .
WITH RESPECT TO THE FACILITIES FINANCED BY THE ALLIANCEAIRPORT
AUTHORITY, INC. FOR USE BY FEDERAL EXPRESS CORPORATION
WHEREAS, AllianceAirport Authority, Inc. (the "Authority") is a nonstock, nonprofit
industrial development corporation organized and existing under the laws of the State of Texas,
including particularly the Development Corporation Act of 1979, Article 5190.6, V.A.T.C.S., as
amended (the "Act"), with the power and authority to exercise all rights, privileges and functions
essential to the accomplishment of the purposes for which it was organized;
WHEREAS, the Authority is a duly constituted public instrumentality of the City of Fort
Worth, Texas(the "City"), a political subdivision of the State of Texas, within the meanings of the
regulations of the United States Treasury Department and the rulings of the Internal'Revenue Service
prescribed and promulgated pursuant to section 103 of the Internal Revenue Code of•1986; as
amended (the "Code"), and the Authority is functioning and acting solely on behalf of the City;
WHEREAS, Federal Express Corporation(the"Company") and the Authority have agreed
to execute and deliver a Land and Special Facilities Lease Agreement dated as of April 1, 1996 (the
Facilities Agreement"), with respect to the acquisition, construction, equipping and furnishing of
an express cargo package sorting and distribution-facility at Alliance Airport within the boundaries
of the City;
WHEREAS, the Authority will issue bonds in an amount net to exceed $250,000,000 to
finance the"Costs" of said facility, as described in-the Facilities Agreement, pursuant to the terms of
a Trust Indenture dated as of April 1, 1996 (the "Indenture") between the Authority and The First
National Bank of Chicago;
WHEREAS, the City and the Company desire to enter into an agreement describing the
conditions relating to the use of Alliance Airport by the Company;
WHEREAS, the Company has requested that upon the acquisition of the land upon which
said facility is being constructed, and improvements heretofore constructed thereon, by the Authority
from the Company, the Authority transfer title to said land and improvements to the City; and
WHEREAS, it is deemed necessary and advisable that this Resolution be adopted.
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT
WORTH THAT:
-1-
I
r
Section 1. The execution by the City Manager of the Operating Agreement(the "Operating
Agreement")by and between the Company and the City in substantially the form and substance as
attached to this Resolution and made a part hereof for all purposes, is hereby approved.
Section 2. The execution by the City Manager of the "Assumption and Assignment of
Facilities Agreement and Agreement for Donation and Assignment of Purchased Items" (the
"Assumption and Assignment Agreement"), between the Authority and the City, and consented to
by the Company, in substantially the form and substance as attached to this Resolution and made a
part hereof for all purposes, is hereby approved.
Section 3. The City Manager,any Assistant City Manager, and the'City Attorney are hereby
authorized to execute and deliver such other instruments, certificates, documents or papers and to
take such further action and perform such other duties as such officers may deem advisable or
appropriate to carry out the intent of the foregoing sections of this Resolution, or to consummate any
of the matters or transactions referred to in or contemplated by the Assignment and Assumption
Agreement described'in Section 2 hereof.
ADOPTED THISQQD—�DAY OFM. 1996.
r
or Pro-Tem, City of Fart Worth
ATTEST:
City Secretary
(SEAL)
APPROVED AS TO FORM:
City Attorney
APPROVED
CITY COUNCIL.
14AR 26 1996
City semtu y of the
-2- City of Fort Wortlk Texas
City Fort Worth, Texas
/ Q_F
Mayor and Council Communication
DATE ---T-REFERENCE NUMBER I LOG NAME I PAGE
03/26/96 C-153581 02FEDEXP 1 of 2
SUBJECT ADOPTING TWO RESOLUTIONS RELATING TO THE FEDERAL EXPRESS PROJECT AT
ALLIANCE AIRPORT, AND AUTHORIZING THE CITY MANAGER TO EXECUTE
SECOND AMENDMENT TO MANAGEMENT AGREEMENT WITH ALLIANCE AIR
SERVICES, INC. AND APPROVING THE ASSUMPTION OF RIGHT OF FIRST
OPPORTUNITY TO NEGOTIATE A LEASE WITH HILLWOOD/2470 LTD.
RECOMMENDATION:
It is recommended that the City Council:
1 . Adopt the attached "Resolution Approving a Resolution of AllianceAirport Authority, Inc.
with Respect to the Issuance of Bonds for Federal Express Corporation" (The First
Resolution), and
2. Adopt the attached "Resolution Authorizing the Execution of an Operating Agreement and
an Assumption and Assignment Agreement with Respect to the Facilities Financed by the
AllianceAirport' Authority, Inc. for Use 'by Federal Express Corporation" (The Second
Resolution), and
3. Authorize the City Manager -to execute the "Second Amendment to Management
Agreement" with Alliance Air Services, and
4. Authorize the City Manager to approve the assumption of "Right of First Opportunity to
Negotiate a Lease" for Hill'wood/2470 Ltd. at Alliance Airport.
DISCUSSION:
The City Council, on April 11, 1;R95, approved Resolution No. 2055 "Resolution Authorizing The
City Manager to Proceed With Design Phase of Alliance Airport Improvements,- Federal Express
Southwest Hub." This Resolution stated the City's commitmentto the completion of the Federal
Express project and directed l the City Manager to communicate to Federal Express officials the
City's actions to ensure that the required improvements on the airport are constructed within the
desired schedulew On November 21, 1995, the City Council approved M&C G-11309 which
authorized the City Manager to submit to the Federal Aviation Administration an amendment to
the Alliance Airport Layout Plan. The amendment would include the Federal Express site in the
airport boundary and would'i increase the size of the airport.
The desired goal for the Federal Express project is to have the City own the land, improvements,
and equipment purchased with revenue from the. sale of bonds issued by the AllianceAirport
Authority and to lease the land, improvements, and equipment to Federal Express. To
accomplish this goat, several documents have to be approved by both the AllianceAirport
Authority and the City Council. This M&C recommends approval by the City Council of the
appropriate documents.
Printed on Recycied Paper
Clety of Fort Worth,, Texas
Mayor and Council Communication
DATE 03/26/96 1 REFERENCE NUMBER C-15358 I LOG NAME 02FEDEXP I PAGE 2 of 2
SUBJECT ADOPTING TWO RESOLUTIONS RELATING TO THE FEDERAL EXPRESS PROJECT AT
ALLIANCE AIRPORT, AND AUTHORIZING THE CITY MANAGER TO EXECUTE
SECOND AMENDMENT TO MANAGEMENT AGREEMENT WITH ALLIANCE AIR
SERVICES, INC. AND APPROVING THE ASSUMPTION.OF RIGHT OF FIRST
OPPORTUNITY TO NEGOTIATE A LEASE WITH HILLWOOD/2470 LTD.
The First Resolution in this M&C approves a Resolution of AllianceAirport Authority authorizing
the issuance of AllianceAirport Authority bonds in the principal amount not to exceed
$250,000,000.00 for the Federal Express project.
The Second Resolution authorizes the City Manager to execute the "Operating Agreement" with
Federal Express and the"'Assumption and Assignment of Facilities Agreement and Agreement
for Donation and Assignment of Purchased Items" (Assumption and Assignment. Agreement).
The Operating Agreement between the City and Federal Express authorizes Federal Express to
use the public areas of the airport and sets the landing fees. By the Assumption and Assignment
Agreement, the City accepts title to the land*,':improvements, and equipment of the Federal
Express project and assumes the "Land and Special Facilities Lease Agreement".
The "Second Amendment to Management Agreement" allows for the Federal Express project
tract to be included in the management agreement with Alliance Air Services, Inc. The
amendment also defines the Airport Manager's responsibilities .for the project tract. The
amendment provides that the lease payments from Federal Express will not be airport revenue
under the management agreement.
The "Right of First Opportunity to Negotiate a Lease" grants Hillwood the first opportunity to
negotiate a lease of the property when the property is no longer leased to Federal Express.
FISCAL INFORMATION/CERTIFICATION:
The Director of Fiscal Services certifies that the approval of this M&C does not obligate the City
to expend any City funds.
BT:a
Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY
Office by: (to)
Ramon Guajardo 6191 APPROVED
Y COUNCIL
Originating Department Head: IT
Ramon Guajardo 6191 (from) MAR 26 1A01
For Additional Information
Contact: City SacretmT of aw
cit"?of Fort wordit,TOM
Ramon Guajardo 6191
Printed on Recycled Paper
RESOLUTION APPROVING A RESOLUTION OF
ALLIANCEAIRPORT AUTHORITY,INC.
WITH RESPECT TO THE ISSUANCE OF BONDS FOR
FEDERAL EXPRESS CORPORATION
WHEREAS,AllianceAirport Authority,Inc.(the"Authority")was created under the auspices of the City
of Fort Worth(the"City")pursuant to Article 5190.6,V.A.T.C.S.(the"Act");
WHEREAS,notice of a public hearing on the Special Facilities(as defined in the Facilities Agreement
attached hereto),as required by Section 147 of the Internal Revenue Code of 1986,as amended(the"Code"),was
published in a newspaper of general circulation in the City at least 14 days prior to such public hearing;
WHEREAS,Federal Express Corporation(the"Company")has requested that the Authority issue
its AllianceAirport Authority,Inc. Special Facilities Revenue Bonds,Series 1996(Federal Express Corporation
-Project)(the"Bonds")in the aggregate principal amount not to exceed$250,000,000;
t
WHEREAS, the Authority has been requested to issue the Bonds for the purpose of financing the
acquisition,construction,equipping and furnishing,for use by the Company,of an express cargo package sorting
and distribution facility (the "Special Facilities") located in the City at the Airport, which constitutes a
s transportation facility within the meaning of the Act;
t WHEREAS,the Authority has agreed to lease the Special Facilities to the Company in accordance with
the terms of a Land and Special Facilities Lease Agreement dated as of April 1, 1996 (the "Facilities
Agreement'),to be entered into by the Authority and the Company;
WHEREAS,the Bonds are to be issued under and secured by a Trust Indenture dated as of April 1, 1996
(the "Indenture") between the Authority and The First National Bank of Chicago, Chicago, Illinois (the
"Trustee");
WHEREAS, the Company will execute a Guaranty, dated as of April 1, 1996, to provide for an
unconditional guarantee of the payment of the principal of,premium,if any,and interest on the Bonds;
WHEREAS,the Bonds are to be issued and delivered pursuant to this Resolution,the Indenture and
applicable laws,including the Act and Article 717k-8,V.A.T.C.S.;
WHEREAS,the Company has agreed in the Facilities Agreement that it will be unconditionally obligated
to make or pay, or cause to be made or paid,to the Trustee certain payments in amounts sufficient to pay and
redeem, and provide for the payment and redemption of,the principal of,premium,if any, and interest on the
Bonds(the"Special Facilities Rentals");
WHEREAS, as security for the payment of the Bonds, the Authority shall assign its right, title and
interest in and to the Special Facilities Rentals to the Trustee as part of the Trust Estate;
WHEREAS,it is deemed necessary and advisable that this Resolution be adopted; and
WHEREAS,the terms and conditions in this Resolution shall have the same meanings as defined in the
Facilities Agreement,unless the context or use herein indicates another meaning or intent.
THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH
THAT:
Section 1. The Facilities Agreement by and between the Authority and the Company in substantially
the form and substance as attached to this resolution and made a part hereof fof all purposes,is hereby approved,
and revenue bonds in the principal amount not to exceed$250,000,000(the"Bonds"),may be issued for the
purpose of paying the cost of acquiring,.constructing, equipping and furnishing or causing to be acquired,
constructed,equipped and furnished the Special Facilities,which Special Facilities are in compliance with the
Development Corporation Act of 1979, as amended, and the rules promulgated,thereunder by the Texas
Department of Commerce; and said Special Facilities are hereby approved.
Section 2. The Indenture by and between the Authority and the Trustee in substantially the form and
substance as attached to this Resolution and made a part hereof for all purposes,is hereby approved.
Section 3.- The resolution adopted by the Authority authorizing the execution of the Facilities Agreement,
the Underwriting Agreement by and between the Authority and the underwriters named therein,-the Indenture and
authorizing the sale of the Bonds and the use of a Preliminary Official Statement and am Official Statement in
connection with the sale of the Bonds, in substantially the form and substance attached to this Resolution and
made a part hereof for all purposes,is hereby specifically approved,and the Bonds may be issued as provided
for therein.
Section 4. The City Council of the City of Fort Worth hereby authorizes the Mayor Pro-Tem to approve
the issuance of the aforesaid Bonds in the principal amount not to exceed$250,000,000 for the Company,and
such approval shall be solely for the purposes of Section 147 of the Code,as amended,and the City shall have
no liabilities for the payment of the Bonds nor shall any of its assets be pledged to the payment of the Bonds; and
by executing the Certificate page accompanying this Resolution, the Mayor Pro-Tem thereby evidences the
approval of the Bonds for the limited purposes described in Section 147 of the Code.
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ADOPTED TMO DAY OF��"` , 1996.
ay Pro-Tem;City of Fort Worth
ATTEST:
City Secretary
(SEAL)
APPROVED AS TO FORM:
c
City Attorney
f
CY ,Y COUNCIL
MAK 26 1996
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