HomeMy WebLinkAboutContract 46532 CITY SECRETARY L945 3
CONTRACT NO.
ASSIGNMENT OF ESCROW AGREEMENT AND MOU
THIS ASSIGNMENT OF ESCROW AGREEMENT AND MOU ("Assignment") is
made and entered into effective as of the 6th day of February, 2015 ("Assignment Date"), by and
between AllianceAirport Authority, Inc., a Texas non-stock, non-profit industrial development
corporation created by the City of Fort Worth pursuant to 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 ("Assignor"), and City of Fort Worth, a Texas home-ruled municipal corporation
("Assignee").
RECITALS :
A. Assignor is the owner of the Alliance Fort Worth Maintenance Facility at 2000
Eagle Parkway, Fort Worth, Texas ("Facility").
B. Assignor is a party to the Escrow Agreement attached as Exhibit "A" hereto (the
"Escrow Agreement") among Assignor, GDC Technics, Ltd. ("GDC") and American Escrow
Company, a Texas corporation, concerning escrow property, as more particularly described in
the Agreement, related to a lease by GDC of a portion of the Facility.
C. Assignor is a party to the Memorandum of Understanding (MOU) Regarding
Proposal for GDC Technics Alliance Airport Hangar 778,125 Square Feet attached as Exhibit
"B" hereto (the "MOU", and together with the Escrow Agreement, the "Agreements") between
Assignor and GDC, related to a lease by GDC of a portion of the Facility.
D. Assignor is conveying the Facility to the Assignee, and desires to, among other
things, assign all of its right, title and interest in and to the Agreements, and all of its obligations
thereunder, to Assignee.
E. Assignee has agreed to, among other things, assume all of Assignor's right, title
and interest in and to, and all of Assignor's obligations under, the Agreements.
AGREEMENT :
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00) and other good
and valuable consideration in hand paid to Assignor by Assignee, the parties agree as follows:
1. Assignor hereby TRANSFERS, ASSIGNS, and CONVEYS unto Assignee all of
care the right, title, and interest of Assignor in and to, and all of Assignor's obligations under, the
M Agreements.
0 2. Assignee hereby accepts the foregoing assignment, and hereby assumes all
liabilities and obligations of Assignor under the Agreements, and agrees to perform all
obligations of Assignor under the Agreements
Co, 3. This Assignment shall be binding upon and inure to the benefit of Assignor and
Assignee and their respective legal representatives, successors and assigns.
OFFICIAL RECORD
Assignment and Assumption of GDC Escrow Agreement CITY SECRETARY
FT.WORTH, TX
4. This Assignment may be executed in multiple counterparts, each of which will,
for all purposes, be deemed an original, but which together will constitute one and the same
instrument. Any signature page hereto delivered by facsimile machine or by e-mail (including in
portable document format (pdf), as a joint photographic experts group Opg) file, or otherwise)
shall be binding to the same extent as an original signature page.
5. This agreement shall be construed and enforced in accordance with the laws of
the State of Texas without regard to principles of conflict of law.
TO HAVE AND TO HOLD the Agreements, together with any and all the rights and
appurtenances thereto in any wise belonging to Assignor, unto Assignee, its legal
representatives, successors, and assigns forever.
EXECUTED to be effective as of the Assignment Date.
Assillnor:
ALLIANCEAIRPORT AUTHORITY, INC.,
a Texas non-stock, non-profit industrial
development corporation created by the City
pursuant to the laws of the State of Texas
By: -�! �C_—Gf zatfou
Name: ✓� ��1 � cn'rG� Auth�i
Title:
Assignee:
CITY OF FORT WORTH
a Texas home-ruled municipal corporation
By: s-r�
Name:
Title: 61 Aohi C&I l kknwner
QFF 0��,
Approved As To Form And Legality ��►o�° � ly Attest:
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J Afe, 060 ff��l k
Assistant City A ttonjy ACAS City Sec
OFFICIAL RECORD
CITY SECRETARY
Assignment and Assumption of GDC Escrow Agree ent
FT. WORTH,TX
ACKNOWLEDGED AND AGREED TO:
GDC TECHNICS, LTD.
a Texas limited liability companyBy: MAZAV Management, LLC
a Delaware limited liability company
By:
Name:
Title:
ESCROW AGENT
AMERICAN ESCROW COMPANY,
a Texas orporatDIX-6- C_
BCarl
D. Janousek
Senior Vice President
Assignment and Assumption of GDC Escrow Agreement
ACKNOWLEDGED AND AGREED TO:
GDC TECHNICS, LTD.
a Texas limited liability companyBy: MAZAV Management, LLC
a Delaware limited liability company
By: `o�►-Sd�.
Name: S+-aeBi t #taWiaVAW%V1>
Title: c.e-o
ESCROW AGENT
By:
Name:
Title:
Date:
Assignment and Assumption of GDC Escrow Agreement
Exhibit "A"
Escrow Agreement
(to be attached)
Exhibit"A"to Assignment and Assumption of Lease JAESL Lease)
ESCROW AGREEMENT
This Escrow Agreement ("Agreement") is made by and between the
AllianceAirport Authority, Inc. (the "Authority") and GDC Technics, Ltd. ("GDC", and
together with the Authority, collectively, the "Depositors"), and American Escrow
Company, a Texas Corporation ("Escrow Agent").
WHEREAS pursuant to the Authority's lawful authority and in accordance with
the Authority's stated purpose, as reflected in its Articles of Incorporation, the Authority
owns the Alliance Fort Worth Maintenance Facility adjacent to Fort Worth Alliance
Airport;
WHEREAS GDC desires to lease certain portions of the Alliance Fort Worth
Maintenance Facility, to be more particularly determined by the parties;
WHEREAS the Authority and GDC have entered into a Memorandum of
Understanding (MOU) Regarding Proposal for GDC Technics Alliance Airport Hanger
778,125 Square Feet;
WHEREAS pursuant to the MOU, the Depositors desire to deposit with Escrow
Agent the Break Up Fee (as defined in the MOU), and to enter into this Agreement
setting forth the responsibilities of the parties as to the Break Up Fee;
NOW, THEREFORE, for and in consideration of the mutual covenants set forth
herein, it is agreed by all the parties hereto as follows:
Agreement
1. The Break Up Fee, in the amount of ONE HUNDRED THOUSAND
AND NO/100 DOLLARS ($100,000.00) (the "Deposit") is contemporaneously herewith
deposited into an interest-bearing escrow account with the Escrow Agent, to be held in
accordance with the terms of this Agreement until Escrow Agent has received written
notification as set forth in Section 2 that the earlier of the following has occurred: (i)
February 23, 2015, or (ii) the execution by GDC of a lease agreement with the Authority
("Agreed Lease").
2. (a) If the date of February 23, 2015 is the first to occur, upon receipt
by the Escrow Agent of a written statement, signed by an officer or authorized designee
of the Authority, stating that GDC failed to sign an Agreed Lease by February 20, 2015,
subject to clause (c) of this Section 2, Escrow Agent is then authorized to and shall
deliver the entire Deposit, including all interest earned thereon to the Authority.
(b) If the execution of an Agreed Lease is the first to occur, then upon receipt
by the Escrow Agent of a written statement, signed by an officer or authorized designee
of the Authority or GDC stating that GDC executed an Agreed Lease by February 20,
138531-4-7155-0.0 _ 1_ 4140552469
2015, subject to clause (c) of this Section 2, Escrow Agent is then authorized to and shall
deliver the entire Deposit, including all interest earned thereon to GDC. Escrow Agent's
fees shall be paid promptly and in full by GDC, provided that if the Agreed Lease is
executed, Authority, at GDC's election, shall either(i) reimburse the Escrow Agent's fees
to GDC, or (ii) reduce the first rent payment by the amount of the fee.
(c) In the event Escrow Agent receive a written statement from either the
Authority or GDC (the "Noticing Party") pursuant to clause (a) or (b) of this Section 2,
Escrow Agent shall send (by reputable overnight courier or by certified mail, return
receipt requested) a copy of such request to the other party (the "Non-Noticing Party").
The Non-Noticing Party shall have the right to object to the release of the Deposit from
escrow as evidenced by a written notice of objection delivered to and received by Escrow
Agent within ten (10) days after the date of Escrow Agent's mailing of such copy to the
Non-Noticing Party, but not thereafter. If Escrow Agent shall not have so received a
written notice of objection from the Non-Noticing Party, Escrow Agent shall deliver the
Deposit in accordance with the instructions of the Noticing Party. If Escrow Agent shall
have received a written notice of objection from the Non-Noticing Party within the time
herein prescribed, Escrow Agent shall refuse to comply with any requests or demands to
disburse the Deposit and shall continue to hold the Escrow Property (as hereinafter
defined) until Escrow Agent receives either (i) a written notice signed by both Depositors
stating who is entitled to the Deposit or (ii) a final order of a court of competent
jurisdiction directing disbursement of the Deposit in a specific manner, in either of which
events Escrow Agent shall then disburse the Deposit, in accordance with such notice or
order. Escrow Agent shall not be nor become liable in any way or to any person for its
refusal to comply with any such requests or demands until and unless it has received a
direction of the nature described in clause (i) or(ii) above.
3. Escrow Agent acknowledges the receipt of the Deposit. The Deposit, plus
all interest, dividends and other distributions and payments thereon received by the
Escrow Agent, less any property and/or funds distributed or paid in accordance with this
Agreement, are collectively referred to herein as the "Escrow Property"
4. The duties, responsibilities and obligations of the Escrow Agent shall be
limited to those expressly set forth herein, and no duties, responsibilities or obligations
shall be inferred or implied. The Escrow Agent shall not be subject to, nor required to
comply with, any other agreement between the Depositors or to which any Depositor is a
party, even though reference thereto may be made herein, nor to comply with any
direction or instruction (other than those contained herein or delivered in accordance with
this Agreement) from any individual Depositor or any entity acting on its behalf. The
Escrow Agent shall not be required to, and shall not, expend or risk any of its own funds
or otherwise incur any financial liability in the performance of any of its duties
hereunder.
5. This Agreement is for the exclusive benefit of the parties hereto and their
respective successors hereunder, and shall not be deemed to give, either express or
138531-4-7155-0.0 - 2- 41-40552469
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implied, any legal or equitable right, remedy, or claim to any other entity or person
whatsoever.
6. If at any time the Escrow Agent is served with any judicial or
administrative order, judgment, decree, writ or other form of judicial or administrative
process which in any way affects the Escrow Property (including but not limited to orders
of attachment or garnishment or other forms of levies or injunctions or stays relating to
the transfer of the Escrow Property), the Escrow Agent shall immediately provide notice
of same to each of the Depositors. Thereafter, the Escrow Agent is authorized to comply
therewith in any manner as it or its legal counsel of its own choosing deems appropriate,
unless one or more of the Depositors notifies the Escrow Agent in writing of its (their)
intent to appeal such order,judgment, decree, writ or other form of process and thereafter
timely perfects that appeal. Pending any such appeal, the Escrow Agent shall take no
action directed by the order,judgment, decree, writ or other process under appeal unless
approved in writing by all of the Depositors. If the Escrow Agent complies with any
final judicial or administrative order,judgment, decree, writ or other form of judicial or
administrative process, the Escrow Agent shall not be liable to any of the parties hereto or
to any other person or entity.
7. (a) The Escrow Agent shall not be liable for any action taken or omitted or
for any loss or injury resulting from its actions or its performance or lack of performance
of its duties hereunder in the absence of gross negligence or willful misconduct on its
part. In no event shall the Escrow Agent be liable (i) for acting in accordance with or
relying upon any instruction, notice, demand, certificate or document from all of the
Depositors or any entity acting on behalf of all of the Depositors, (ii) for any
consequential, punitive or special damages, or (iii) for an amount in excess of the value
of the Escrow Property, valued as of the date of deposit, plus interest thereon accrued to
date.
(b) The Escrow Agent shall not incur any liability for not performing any act or
fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence
beyond the control of the Escrow Agent (including but not limited to any act or provision
of any present or future law or regulation or governmental authority, any act of God or
war, or the unavailability of the Federal Reserve Bank wire or telex or other wire or
communication facility).
8. Escrow Agent shall have the right, at any time after a dispute between
Authority and GDC has arisen, to pay the Escrow Property into any court of competent
jurisdiction for payment to the appropriate party, at which point Escrow Agent's
obligation under this Agreement shall terminate.
9. The Escrow Agent shall provide to the Depositors monthly statements
identifying transactions, transfers or holdings of the Escrow Property and each such
statement shall be deemed to be correct and final upon receipt thereof by the Depositors
unless the Escrow Agent is notified in writing to the contrary within thirty (30) business
days of the date of such statement,
1385314-7155-0.0 _ 3_ 4140552469
10. The Escrow Agent shall not be responsible in any respect for the form,
execution, validity, value or genuineness of documents or securities deposited hereunder,
or for any description therein, or for the identity, authority or rights of persons executing
or delivering or purporting to execute or deliver any such document, security or
endorsement.
11. Escrow Agent is not a party to, or bound by any agreement which may be
deposited under, evidenced by, or which arises out of the foregoing instructions.
12. Escrow Agent acts hereunder as a depository only and is not responsible
or liable in any manner whatever for the sufficiency, correctness, genuineness, or validity
of any instrument deposited with it hereunder, or with respect to the form or execution of
the same, or the identity, authority, or rights of any person executing or depositing the
same.
13. Escrow Agent shall not be required to take or be bound by notice of any
default of any person, or to take any action with respect to such default involving any
expense or liability, unless notice in writing is given to an officer of Escrow Agent of
such default and unless it is indemnified in a manner satisfactory to it against any such
expense or liability.
14. Escrow Agent shall be protected in acting upon any notice, request,
waiver, consent, receipt, or other paper or document believed by Escrow Agent to be
genuine and to be signed by the proper party or parties.
15. Escrow Agent shall not be liable for any error of judgment or for any act
done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for
anything which it may do or refrain from doing in connection herewith, except its own
gross negligence or willful misconduct, and Escrow Agent shall have no duties to anyone
except those signing these instructions.
16. Escrow Agent may consult with legal counsel in the event of any dispute
or questions as to the construction of the foregoing instructions, or Escrow Agent's duties
hereunder, and Escrow Agent shall incur no liability and shall be fully protected in acting
in accordance with the opinion and instructions of such counsel.
17. Escrow Agent assumes no liability and the parties hereto consent and
agree that Escrow Agent shall have no liability for any defalcation, insolvency,
receivership or conservatorship of the depository institution.
18. Nor shall Escrow Agent have any liability due to any of the parties other
than Escrow Agent filing for bankruptcy or the consequences or effect of such a
bankruptcy on the funds and/or documents deposited hereunder.
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19. For its ordinary services hereunder, Escrow Agent shall be entitled to a fee
of$750.00 payable in accordance with Section 2(b) hereof.
20. The parties hereto further agree that Escrow Agent assumes no liability for
and is expressly released from any claim or claims whatsoever in connection with the
receiving, retaining and delivering of the above papers and funds except to account for
payment and/or delivery made thereon, Deposit by Escrow Agent of the instruments and
funds (less its charges and expenses incurred herein) comprising this escrow in Court,
shall relieve Escrow Agent of all further responsibility and liability, and Escrow Agent is
hereby expressly authorized to disregard in its sole discretion any and all notices or
warnings given by any of the parties hereto, or by any other person or corporation,but the
said Escrow Agent is hereby expressly authorized to regard and to comply with and obey
any and all orders, judgments or decrees entered or issued by any court with or without
jurisdiction, and in case Escrow Agent obeys or complies with any such order,judgment
or decree of any court it shall not be liable to any of the parties hereto or to any other
person, firm or corporation by reason of such compliance, notwithstanding any such
order, judgment or decree be entered without jurisdiction or be subsequently reversed,
modified, annulled, set aside or vacated. In case of any suit or proceeding regarding this
escrow to which Escrow Agent is or may be at any time a party, it shall have a lien on the
contents hereof for any and all reasonable cost, reasonable outside counsel fees and other
expenses which it may have incurred or become liable for on account thereof, and to the
extent allowed by law the undersigned jointly and severally agree to indemnify and hold
harmless Escrow Agent from all loss, costs or damages incurred, including but not
limited to reasonable outside counsel fees, by reason of this Agreement or the subject
matter hereof or any cause of action which may be filed in connection therewith and to
pay Escrow Agent, upon demand all such costs, fees and expenses so incurred.
21. In the event that Escrow Agent performs any service not specifically
provided hereinabove, or that there is any assignment or attachment of any interest in the
subject matter of this escrow or any modification thereof, or that any controversy arises
hereunder, or that Escrow Agent is made a party to, or intervenes in, any litigation
pertaining to this escrow or the subject matter hereof, Escrow Agent shall be reasonably
compensated therefor and reimbursed for all reasonable costs and expenses occasioned
thereby; and to the extent allowed by law the parties hereto agree jointly and severally to
pay the same and to indemnify Escrow Agent against any loss, liability, or expense
incurred in any act or thing done by it hereunder, it being understood and agreed that
Escrow Agent may interplead the subject matter of this escrow into any court of
competent jurisdiction in Tarrant County, Texas, and the act of such interpleader shall
immediately relieve Escrow Agent of its duties, liabilities, and responsibilities hereunder.
22. Notices, instructions or other communications shall be in writing and shall
be given to the addresses set forth in this section (or to such other address as may be
substituted by written notification to the Escrow Agent or the Depositors). The Escrow
Agent is authorized to comply with and rely upon any notices, instructions or other
communications believed by it to have been sent or given by the Depositors or by a
person or persons authorized by the Depositors. Whenever under the terms hereof the
138531-4.7155-v3.0 _ 5_ 41.40552469
time for giving a notice or performing an act falls upon a Saturday, Sunday, or banking
holiday, such time shall be extended to the next day on which the Escrow Agent is open
for business.
AUTHORITY:
AllianceAirport Authority, Inc.
c/o Jesus Chapa
1000 Throckmorton
Fort Worth, Texas 76102
Phone: 817-392-5804
Email: Jesus.Chapa@fortworthtexas.gov
With a copy to:
City Attorney
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Phone: 817-392-8973
Email: Leann.Guzman@fortworthtexas.gov
GDC:
GDC Technics, Ltd.
607 N. Frank Luke Dr
San Antonio, Texas 78226
Attention: Mohammed Al-Zeer
Phone: 210-496-5614
Email: malzeer@mazay.com
ESCROW AGENT:
Carla D. Janousek
American Escrow Company
2626 Howell St,, 101h Floor
Dallas, Texas 75204
Phone: 214-855-8879
Email: ejanousek@republictitle.com
23. (a) The Depositors may remove the Escrow Agent at any time by giving to
the Escrow Agent thirty (30) calendar days' prior notice in writing signed by all the
Depositors. The Escrow Agent may resign at any time by giving to the Depositors fifteen
(15) calendar days' prior written notice thereof.
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(b) Within ten (10) calendar days after giving the foregoing notice of removal to
the Escrow Agent or receiving the foregoing notice of resignation from the Escrow
Agent, all the Depositors shall jointly agree on and appoint a successor Escrow Agent. If
a successor Escrow Agent has not accepted such appointment by the end of such 10-day
period, the Escrow Agent may, in its sole discretion, deliver the Escrow Property to the
Depositors by check made payable to all of them jointly, at the address provided herein,
or may apply to a court of competent jurisdiction for the appointment of a successor
Escrow Agent or for other appropriate relief. The costs and expenses (including
reasonable attorneys' fees and expenses) incurred by the Escrow Agent in connection
with such proceeding shall be paid by, and be deemed a joint and several obligation of,
the Depositors.
(c) Upon receipt of the identity of the successor Escrow Agent, the Escrow Agent
shall either deliver the Escrow Property then held hereunder to the successor Escrow
Agent, less the Escrow Agent's fees, costs and expenses or other obligations owed to the
Escrow Agent, or hold such Escrow Property (or any portion thereof), pending
distribution, until all such fees, costs and expenses or other obligations are paid.
(d) Upon delivery of the Escrow Property to the successor Escrow Agent, the
Escrow Agent shall have no further duties, responsibilities or obligations hereunder.
24. In the event of any ambiguity or uncertainty hereunder or in any notice,
instruction or other communication received by the Escrow Agent hereunder, the Escrow
Agent may, in its sole discretion, refrain from taking any action other than retain
possession of the Escrow Property, unless the Escrow Agent receives written instructions,
signed by all the Depositors, which eliminates such ambiguity or uncertainty.
25. This Agreement shall be interpreted, construed, enforced and administered
in accordance with the internal substantive laws of the State of Texas. Each of the parties
to this Agreement hereby submits to the personal jurisdiction of, and each agrees that all
proceedings relating hereto shall be brought in, the courts located within Tarrant County,
Texas.
26. Except as otherwise permitted herein, this Agreement may be modified
only by a written amendment signed by all the parties hereto, and no waiver of any
provision hereof shall be effective unless expressed in a writing signed by the party to be
charged.
27. The rights and remedies conferred upon the parties hereto shall be
cumulative, and the exercise or waiver of any such right or remedy shall not preclude or
inhibit the exercise of any additional rights or remedies. The waiver of any right or
remedy hereunder shall not preclude the subsequent exercise of such right or remedy.
28. Each of the Depositors hereby represents and warrants (a) that this
Agreement has been duly authorized, executed and delivered on its behalf and constitutes
its legal, valid and binding obligation and (b) that the execution, delivery and
138531-4-7155-v3.0 - 7- 41-40552469
V�
performance of this Agreement by each of the Depositors does not and will not violate
any applicable law or regulation.
29. The invalidity, illegality or unenforceability of any provision of this
Agreement shall in no way affect the validity, legality or enforceability of any other
provision; and if any provision is held to be enforceable as a matter of law, the other
provisions shall not be affected thereby and shall remain in full force and effect.
30. This Agreement shall constitute the entire agreement of the parties with
respect to the subject matter and supersedes all prior oral or written agreements in regard
thereto.
31. This Agreement shall terminate upon the distribution of all the Escrow
Property from the Account. The provisions of this Agreement shall survive termination
of this Agreement and/or the resignation or removal of the Escrow Agent.
32. No printed or other material in any language, including prospectuses,
notices, reports, and promotional material which mentions American Escrow Company
by name or the rights, powers, or duties of the Escrow Agent under this Agreement shall
be issued by any other parties hereto, or on such party's behalf, without the prior written
consent of the Escrow Agent.
33. This Agreement may be executed by each of the parties hereto in any
number of counterparts, each of which counterpart, when so executed and delivered, shall
be deemed to be an original and all such counterparts shall together constitute one and the
same agreement.
34. The Escrow Agent does not have any interest in the Escrowed Property
deposited hereunder but is serving as escrow holder only and having only possession
thereof. The Depositors shall pay or reimburse the Escrow Agent upon request for any
transfer taxes or other taxes relating to the Escrowed Property incurred in connection
herewith and shall indemnify and hold harmless the Escrow Agent for any amounts that it
is obligated to pay in the way of such taxes. Any payments of income from this Escrow
Account shall be subject to withholding regulations then in force with respect to United
States taxes. The parties hereto will provide the Escrow Agent with appropriate W-9
forms for tax I.D., number certifications, or W-8 forms for non-resident alien
certifications. It is understood that the Escrow Agent shall be responsible for income
reporting only with respect to income earned on investment of funds which are a part of
the Escrowed Property and is not responsible for any other reporting.
Effective as of the dates set forth below.
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A.
vi
ALLIANCEAIRPORT AUTHORITY
a nonstock, nonprofit industrial
development corporation created by the City
pursuant to 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
By:
Name: 4,0 Co –+v–
Title: ^AaS+-• yt4W�-CV'
GDC TECHNICS, LTD.
a Texas limited liability companyBy: MAZAV Management, LLC
a Delaware limited liability company
By: —S-A
Name: S40461it ft9xv1oWAr^c0
Title: C.e.o
SCRO AGE
By:
Name: -
Title: Seninr Vice President
Date: /
13853 1-4-7155-0.0 - 9- 41-40552469
Exhibit B
"MOU"
Exhibit"A"to Assignment and Assumption of Lease(TAESL Lease)
MEMORANDUM OF UNDERSTANDING (MOU) REGARDING
PROPOSAL FOR GDC TECHNICS
ALLIANCE AIRPORT HANGAR
778,125 SQUARE FEET
Tenant: GDC Technics, Ltd.
Landlord: AllianceAirport Authority, Inc., which may assign any or all rights and
interests herein and in the lease described below to the City of Fort
Worth,Texas
Guarantor: The Ministry of Finance of Saudi Arabia, Standard & Poors rated AA-,
(or its specific entity) shall provide a full guaranty of all obligations
(including, but not limited to, performance and payment) of the lease
agreement. Landlord's form of guaranty shall be provided. The
guaranty shall terminate upon the occurrence of all following
conditions: i) the commencement of the sixth (6th) year of the lease
agreement and ii) Tenant having a minimum tangible net worth of
$150,000,000 at that time.
Premises: The Premises shall include the entire Hangar, comprising of
approximately 778,125 square feet, the facilities maintenance
building, comprising approximately 62,000 square feet, the aircraft
wash bay, non-exclusive rights to the apron, wash bay and use of
Parking Lot C (as outlined on the attached with a cross-hatched
area). Tenant shall be able to utilize the entire Parking Lot C, unless i)
Landlord requests car parking spaces within the parking lot for use by
any party and ii) Tenant is not maintaining an employment level that
requires the use of the spaces requested by Landlord. Cross-access
rights shall be maintained by the Landlord or other third parties to
provide for access to the Chemical Storage Facility, Fuel Farm and
Facilities Maintenance building. Access inside the perimeter of the
secured area of the tenant as defined in the attached exhibit shall be
controlled by the tenant but access by Landlord and Landlord's
consultants, contactors, other tenants, etc. shall not be unreasonably
withheld or delayed. Landlord shall make every effort to minimize
access through tenants secure area by utilizing drive "Q" as an
alternate route for day to day operations (Landlord is currently
reviewing the ability for Access Drive Q to serve all support, repair,
maintenance and general access needs to the Fuel Farm, CM Facility
and Fire Pump buildings). In addition, the driveway along the east
boundary of Lot C (Access Drive "A"), shall be maintained as a shared
access by the Landlord and any users operating on the Base up until
Memotandum of Understanding between
GDC Technics,Ltd.and All ianceAirport Authority,Inc.
i
the point of secure access by the tenant at the southeast corner of
parking lot "C". Gated access shall be provided at any location the
tenants secure fence crosses an access drive. Landlord would like to
further discuss and evaluate Tenant's proposed secured area along
Access Drive H, east of Access Drive B. Landlord and Tenant have
discussed moving the fence for the secured area along those drives
closer to the Hangar building to provide the necessary room to allow
truck and trailer access to the Warehouse building. Landlord is willing
to work with Tenant at a more detailed design level in order to address
these specific needs. Landlord acknowledges Tenant's requirements
for secured access and is willing to work with Tenant to identify specific
security points of access that best support Tenant's operational needs,
subject to the provisions outlined above.
Employment: Landlord requests the following minimum full time employment levels
to be achieved and maintained during the lease (blanks to be filled out
by Tenant):
Year 2: 200
Year 3: 300
Year 4: 400
Year 5: 500
Year6: 600
Lease Term: 25 year lease term
Renewal Option: One (1) ten year option to renew, with written notice provided no
earlier than twenty four (24) months but no later than eighteen (18)
months prior to the expiration of the primary lease term. Base rent
shall be at a to-be-determined market rate in submarkets and facilities
of equivalent quality, size, utility and location, with the length of the
extended Term and the credit standing of Tenant to be taken into
account, but in no event less than the rate paid in the final year of the
primary lease term. The renewal option shall be personal to Tenant.
Rent: Base Rent shall be on a net basis.
Years 1-5: $336,050
Years 6-10: $420,062
Years 11-15: $462,068
Page 2
Memorandum of Understanding between
GDC Technics,Ltd.and AllianceAirport Authority,Inc.
Years 16-20: $504,075
Years 21-25: $546,081
Commencement: February 1, 2015
Security Deposit: Three (3) months of base rent and estimated operating expenses.
Operating Expenses: Direct Utilities (water, gas, electricity) will be metered separately, and
payment will be based on actual usage at existing contracted rates.
Central Utilities (chilled water, compressed air, steam, wastewater
treatment capacity) will also be metered separately, and payment will
be based on a ratio of actual Tenant usage over total base production
multiplied by the actual cost incurred to generate each central utility.
Tenant shall be responsible for the costs incurred for Common Area
Maintenance for the base (on a pro rata basis) and the costs to
generate each utility, which includes necessary labor, electricity,
natural gas, water, maintenance costs, capital reserves, and other
reasonable costs incurred to operate the central utility activities and
CAM. Tenant will bear all other costs associated with maintenance,
repair and replacement items related to the hangar building;including,
but not limited to, building systems, HVAC repairs, building structure,
roof systems, site pavement, apron pavement, and other structural
repairs.
Insurance — During the term of the lease, Landlord will maintain fire
and extended property insurance coverage for the full replacement
costs of the buildings, excluding Tenant's trade fixtures, equipment,
inventory and personal property. Landlord is evaluating its internal
options related to providing insurance coverage, Landlord shall obtain
the insurance policy and shall pass through the costs to Tenant for the
Premises and the common facilities for the base (on a pro rata basis),
which is currently estimated to be between $100,000 - $110,000 per
year.
Landlord estimates that Tenant's operating expenses for 2015 will be
within a range of$450,000 - $550,000, which is solely based upon an
estimated allocation formula of hangar utility usage (rather than
specific usage based upon Tenant's requirements). In the event Tenant
can provide estimated usage amounts for each utility, Landlord is
Page 3
Memorandum of Understanding between
GDC Technics,Ltd.and AllianccAirport Authority,Inc.
willing to provide more specific allocations and operating cost
estimates to Tenant.
Landlord shall provide landscape maintenance for the entire Base and
pass through costs on a pro rata SF basis with Tenant's cost not to
exceed $50,000 for the first year. Tenant's cap on landscape
maintenance costs shall increase 10%each following year and shall be
compounding and cumulative.
Security shall be the responsibility of Tenant.
Taxes: Tenant shall be responsible for all Taxes related to the Premises,
including, but not limited to business personal property taxes and
leasehold interest taxes, if applicable.
Access & Use: The Premises shall be used for aviation repair, maintenance, overhaul,
modification and other aviation purposes to be specified within the
lease agreement.
Property Condition: The Premises is proposed in an as-is condition to Tenant. All
equipment currently located within the Premises shall remain for
Tenant's use. Installed equipment, such as aircraft docking systems,
may be removed from the facility or modified with prior written
consent of the Landlord,at Tenant's cost. In the event Tenant removes
and sells the installed equipment,Tenant shall share 50%of net profits
from a sale with Landlord.
Assignment/Subletting: Tenant may, without the consent of Landlord, sublease the Premises
or assign the lease to an affiliate of Tenant (to be further outline in the
lease agreement). Tenant will promptly notify Landlord of such
assignment or sublease. Tenant may not sublease the Premises or
assign the lease to any other party without the consent of Landlord,
which consent shall not be unreasonably withheld or delayed (subject
to certain restrictions, including but not limited to, minimum
employment levels and customary minimum tangible net worth
provisions). In the event of an assignment or subletting, Tenant shall
remain liable for the payment of all rent and the performance of all of
Tenant's obligations under the lease. Landlord may retain proceeds
over and above rent derived from a third party sublease. Landlord
Page 4
Memorandum of Understanding between
GDC Technics,Ltd.and AllianceAirport Authority,Inc.
reserves the right to recapture the space. Sublease rights shall be
personal to Tenant.
Alterations: Tenant shall have the right to make improvements to the Premises
with the prior written consent of Landlord. Landlord understands
Tenant's initial improvements may include the modification of the
building to allow for a new lobby and reception area, as well as
modification to the aircraft dock systems to support varying airframe
types. Landlord is agreeable in concept to those modifications,
however,the modifications shall subject be to the review and approval
of the necessary plans, contractors, consultants, etc, by the Landlord.
No Broker: Tenant warrants to Landlord that it has not dealt with any broker or
agent in connection with the negotiation or execution of this
Lease. Tenant shall indemnify Landlord against all costs, expenses,
attorneys' fees, and other liability for commissions or other
compensation claimed by any other broker or agent claiming the same
by, through, or under the indemnifying party.
Stand Still Agreement: Upon the execution of this Letter of Intent, and for a period beginning
on the date as of which both Tenant and Landlord have executed this
Letter of Intent and ending January 30, 2015 (Stand Still Period),
Landlord agrees not to enter into the negotiation of a lease agreement
document with any other party than the Tenant (Third Party). For the
avoidance of doubt, the negotiation of a lease agreement document
shall be defined as Landlord sending a draft lease document to and the
negotiation of the lease document with a Third Party, and shall not
include other activities, negotiations, due diligence and discussions
that the Landlord may enter into with a Third Party.
Breakup Fee: Tenant will deposit$100,000.00(Deposit) into an escrow account held
by a financial institution located in Tarrant County, Texas that is
mutually acceptable to both Tenant and Landlord. Tenant and
Landlord will enter into an Escrow Pledge Agreement in a form
mutually agreeable to both Tenant and Landlord that provides, among
other things, that in the event Tenant does not execute a lease
agreement within the Stand Still Period that includes terms that are
not materially different from the terms outlined in the Letter of Intent,
the escrow agent will deliver the Deposit amount to Landlord upon
presentation of a written statement, signed by an officer or authorized
Page S
Memorandum of Understanding between
GDC Technics,Ltd.and A1lianceAirport Authority,Inc.
designee of Landlord, that Tenant failed to execute such lease
agreement within the Stand Still Period.
Qualifications: This MOU is non-binding (except for the Stand Still Agreement and
Breakup Fee provisions above, which are binding obligations of the
parties), confidential to the extent permitted by applicable law, and
specific to Tenant. The terms are subject to a mutually acceptable
lease agreement and the review of Tenant's audited financial
information.
EXECUTED as of the later date below:
GDC Technics, Ltd., a Texas limited
liability company:
By: MAZAV Management, LLC, a
Delaware limited li bility
company:
Title:
Date: �(
Page 6
Memorandum of Understanding between
GDC Technics,Ltd.and AllianceAirport Authority,Inc.
J
AllianceAirport Authority, Inc., a Texas
industrial development corporation
created for the benefit of the City of
Fort Worth, Texas:
By: �
Fernando Costa,
its duly authorized representative
Date: I �✓+�
Page 7
Memorandum of Understanding between
GDC Technics,Ltd.and AllianceAirport Authority,Inc.
FORTWORTH
February 20, 2015
Carla D. Janousek
Senior Vice President/ Certified Exchange Specialist
Texas Escrow Company, Inc. / American Escrow Company
REPUBLIC TITLE OF TEXAS, INC.
Uptown—Commercial Division
2626 Howell Street, 10`h Floor
Dallas, TX 75204
Re: Escrow Agreement between Alliance Airport Authority, Inc.,
GDC Technics, Ltd. and American Escrow Company
Your file # 15S00011 CR6
Dear Ms. Janousek:
Please accept this as confirmation to you that the terms of the Escrow Agreement
referenced above have been met, and that the funds may be released to GDC Technics, Ltd., as
directed in the Agreement.
If you have any questions or concerns, please contact Leann Guzman, Sr. Assistant City
Attorney, at 817-392-8973.
Thank you for your assistance in this matter.
Sincerely,
Fernando Costa
Assistant City Manager
/jl
With copy to:
Jay Chapa, Director
Housing and Economic Development
CITY MANAGER'S OFFICE
THE CITY OF FORT WORTH * 1000 THROCKMORTON STREET * FORT WORTH, TEXAS 76102
817-392-6111 * FAX 817-392-6134
J� Printed on recvcled paper
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 1/27/2015
DATE: Tuesday, January 27, 2015 REFERENCE NO.: **L-15748
LOG NAME: 17AAAPROPERTYTRANSFER
SUBJECT:
Authorize Acceptance of the Transfer of Ownership of the Alliance Fort Worth Maintenance Facility at 2000
Eagle Parkway, Formerly Known as the American Airlines Maintenance Facility and the Assignment of All
Property-Related Contracts and Leases from AllianceAirport Authority, Inc. (COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the acceptance of the transfer of ownership of the Alliance Fort Worth Maintenance Facility
at 2000 Eagle Parkway, formerly known as the American Airlines Maintenance Facility, from
AllianceAirport Authority, Inc.; and
2. Accept the assignment of all property-related contracts for the operation, maintenance and
management of the facility and any leases from AllianceAirport Authority, Inc., for the Alliance Fort Worth
Maintenance Facility.
DISCUSSION:
AllianceAirport Authority, Inc. (Authority), is the owner of the Alliance Fort Worth Maintenance Facility,
formerly known as the American Airlines Maintenance Facility, located at 2000 Eagle Parkway near
Alliance Airport (Maintenance Facility). The Authority had leased the Maintenance Facility to American
Airlines (American) under a Real Property Lease Agreement since March 1, 1990. As part of the
resolution of the bankruptcy of American, the Authority, the City and American agreed that American
would reject the lease, which rejection is anticipated to be on or about January 31, 2015. Upon rejection
of the American lease, the Maintenance Facility property will be unencumbered.
Following the rejection and termination of the lease, it is recommended that the City accept the transfer of
the ownership of the Maintenance Facility and all associated property from the Authority, along with the
assignment by the Authority of all property-related contracts, including but not limited to utility contracts, a
Property Management Agreement with Hillwood Alliance Services, LLC, an exclusive Leasing Agreement
with Hillwood Realty Services, LLC, and a Lease Agreement with Texas Aero Engine Services, L.L.C.
On January 27, 2015, the Authority's board of directors will consider conveying the property to the City of
Fort Worth upon termination of the lease.
Staff recommends accepting ownership of the American Airlines Maintenance Facility and assignment of
all property-related contracts for the property and Maintenance Facility.
The property is located in COUNCIL DISTRICT 7, Mapsco 7U.
Lognwne: 17AAAPROPERTYTRANSFER Page 1 of 2
The Financial Management Services Director certifies that this action will have no material effect on City
funds.
FUND CENTERS:
TO Fund/AccounVCenters FROM Fund/AccounVCenters
CERTIFICATIONS:
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Jay Chapa (5804)
Cynthia Garcia (8187)
Additional Information Contact: Bette Chapman (6125)
ATTACHMENTS
1. American Airlines Maintenance Facility.pdf (Public)
Logname: 17AAAPROPERTYTRANSFER Page 2 of 2