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HomeMy WebLinkAboutResolution 2156`b LIAR ~ ~U5 • 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 Authonty") ns a nonstock, nonprofit nndustnal 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") wrath the power and athonty to exercise all rights, privileges and functions essential to the accomplishment of the purposes for which rat was organized, WHEREAS the Authonty ns a duly constituted public instrumentality of the City of Fort Worth, Texas (the City"),apolitical 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 Authonty ns functioning and acting solely on behalf of the City WHEREAS, Federal Express Corporation (the 'Company") and the Authonty have agreed to execute and deliver a Land and Special Facilrtnes Lease Agreement dated as of April 1 1996 (the • 'Facilrtnes Agreement"), wrath respect to the acqunsrtron, construction, equrp4p Yng~and fi.rnnzsting of an express cargo package sorting and dnstn-ibutnon facility at Allnance An~~rt`wnthin the boundaries of the City ~,. «... WHEREAS the Authonty will issue bondsman amount~n~~ to exceed $250 000;000 to finance the 'Costs" of sand facility as described m the Facilrtnes Agreement, pursuant to the terms of a Trust Indenture dated as of April 1 1996 (the 'Indenture') between t-tie Authonty and 'I'tie First National Bank of Cticago .,`rr~~~ _F ~~` WHEREAS the Cnty and the Company desnre to enter unto an agreement describing the condntrons relating to the use of Allnance Anrport by the Company WHEREAS, the Company has requested that upon the acqursntron of the land upon wtuch sand facility ns being constructed, and mlprovements heretofore constructed thereon, by the Authonty from the Company the Authonty transfer tntle to sand land and nmprovements to the Cnty and WHEREAS rat rs deemed necessary and advnsable that thus Resolutnon be adopted. THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH THAT • Section 1 The execution by the City Manager of the Operating Agreement (the "Operating Agreement") by and between the Company and the City m 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 m substantially the form and substance as attached to this Resolution and made a part hereof for all purposes, is hereby approved. Section 3 The CityManager any Assistant City Manager and the City Attorney are hereby authonzed 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 appropnate to carry out the intent of the foregoing secrions of this Resolution, or to consummate any of the matters or transactions referred to in or contemplated by the Assignment and Assumption Agreement described m Section 2 hereof. ADOPTED THIS~~DAY OF 1996 ATTEST Ss. ~r--~ ~~ ~~ r r / City Secretary :. r ,,~ .-~, ~. .:: . (SEAL) `" `~ ~ ~~ APPROVED AS TO FORM. City Attorney APPRO~~D CITY COUNCIL. ~ ~6 199b • City 8ocrstaxq of the 2 City tat,y~rt ~f!<arPh~ Teacas SECOND AMENDMENT TO MANAGEMENT AGREEMENT • This Second Amendment to Management Agreement (this Second Amendment 1 is executed between the City of Fort Worth, Texas (the City ) and Alliance Air Services, 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 o~ 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 -1- 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 rthat 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 i 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 Tn 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 -2- (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 . -3- APPROVED AS TO FORM CITY OF FORT WORTH AND LEGALITY . City Attorney Assistant City Manager ATTEST City Secretary ALLIANCE AIR SERVICES, INC Timothy D Ward, President Contract Authorization Date • -4-