HomeMy WebLinkAboutContract 45657 (2)CITY SECRErA*
CONTRACT M0. theL9 1 1
CSC NO.
PROPERTY MANAGEMENT AGREEMENT
FORT WORTH ALLIANCE AIRPORT AIR TRAFFIC CONTROL TOWER
This Property Management Agreement (the "Agreement") is entered into as of the day of
d knit , 2014, by and between the City of Fort Worth, Texas ("Owner") and Hillwood Alliance
Services, LLC ("Operator").
1. Property. Owner is the owner of that certain real property commonly known as the air traffic
control tower located at Fort Worth Alliance Airport (the "Property").
2. Appointment of Operator. Owner hereby appoints Operator as the manager of the Property
upon the terns and conditions set forth herein, and Operator hereby accepts such appointment. Operator
acknowledges that it is an independent contractor and not an employee of Owner. Operator shall have no right or
authority, express or implied, to commit or otherwise obligate Owner in any manner whatsoever, except to the
extent specifically provided in this Agreement. Operator shall have no right or interest in the Property, nor any
claim or lien with respect thereto, arising out of this Agreement or the performance of its obligations hereunder.
3. Term and Termination.
(a) Term.
(i) Initial Term. The tern of this Agreement shall commence on June 9, 2014 and end
on September 30, 2018 ("Initial Term").
(ii)_ Renewal Terms. The tern of this Agreement will be automatically renewed for one
five (5) year term beginning on the date the Initial Tern expires ( "Renewal Term"), unless either party gives
notice to the other of its intent to terminate this Agreement at least 90 days prior to the date on which the Renewal
Tern would begin. Prior to the date this Agreement terminates, Owner and Operator shall continue to perform all
of their obligations under this Agreement.
(b) Termination Without Cause. Notwithstanding anything in this Agreement to the
contrary, Owner or Operator shall have the right to terminate this Agreement at any time upon at least 90 days'
prior written notice to the other party.
(c) Termination With Cause.
(i) Without Notice. Owner shall have the right to terminate this Agreement
immediately upon written notice to Operator upon the occurrence, in Owner's reasonable judgment, of any of the
following events:
(A) Operator has failed to perform its obligations to Owner under this
Agreement and such failure has not been cured after thirty (30) days written
notice from Owner to Operator;
OFFICIAL rECORD
SECRETAKY
L-t!tfo Util( )11—\;ii3RPENEI
JUN 0 y 201#
(B) A receiver, liquidator or trustee of Operator is appointed by court order,
or a petition to liquidate or reorganize Operator is filed against Operator under
any bankruptcy, reorganization or insolvency law, or Operator files a petition in
bankruptcy or requests reorganization under the provisions of any bankruptcy
reorganization or insolvency laws, or if Operator makes an assignment for the
benefit of its creditors, or if Operator is adjudicated bankrupt;
(C) The destruction or condemnation of the Property under circumstances
where the Property will not be rebuilt;
(D) The teuuination or dissolution of Operator; or
(E) The consummation of a bona fide sale of the Property to a new owner
not affiliated with Owner.
(ii) Compensation If this Agreement is teuninated pursuant to Section 3(b)(i),
Operator shall not be entitled to receive any further Management Fees due under this Agreement beyond
the termination effective date.
(A) Obligations Upon Termination Operator acknowledges and agrees that
all books, records, contracts, leases, files and correspondence relating to the
Property, including, but not limited to, correspondence with tenants or
prospective tenants, computations of rental adjustments and operating expenses
maintenance or preventative maintenance programs, schedules and logs, tenant
finish and construction records, inventories of personal property and equipment
belonging to the Property, correspondence with vendors, correspondence with
federal, state county and municipal authorities, and accounts held or maintained
by Operator for Owner are the sole property of Owner and shall be delivered to
Owner or Owner's designee upon demand or, if no demand is made, on the date
this Agreement terminates. Operator further acknowledges and agrees that all
furniture, equipment, materials and other personal property delivered to Operator
by Owner or purchased by Operator with Owner's funds is the sole property of
Owner and shall be delivered to Owner or Owner's designee upon demand or, if
no demand is made, on the date this Agreement terminates. In addition, on or
prior to the termination date, Operator shall (i) vacate any space in the Property
provided by Owner for the use of Operator; and (ii) remove all signs that are
placed at any location on the Property stating the name of Operator and repair
any damage caused by the removal of such signs. Prior to the termination of this
Agreement and for thirty (30) days following the termination date, Operator shall
reasonably make itself and its staff available to Owner to consult with Owner and
Owner s new property manager concerning the operation and management of the
Property, at no charge to Owner.
4. Management Fee and Reimbursement for Expenses.
(a) Management Fee. The compensation to Operator for the management services it
provides to Owner hereunder shall be a monthly fee equal to one thousand dollars ($1000.00) each calendar
month (the "Management Fee").
The Management Fee shall be paid to Operator on a monthly basis. The Management Fee shall be payable by the
fifteenth (15th) day of each calendar month. In the event of the termination of this Agreement, the final
Management Fee shall be payable to Operator thirty (30) days after the date this Agreement terminates.
(b) Reimbursement of Expenses. Except as otherwise provided for in this Agreement, the
Management Fee shall compensate Operator for all of the costs it incurs in providing management services
hereunder, including, but not limited to general overhead expenses, and salaries and other expenses incurred with
respect to Operator's corporate employees not involved in the direct management and operation of the Property.
5. Management of Property.
(a) Scope of Management Services. Operator hereby agrees that it shall be solely
responsible for the management of the Property and shall use commercially reasonable efforts to manage, operate
and maintain the Property efficiently and in a commercially reasonable manner satisfactory to Owner and in
conformance with the annual operating budget of the Property Operator shall do and perform any and all things
commercially reasonably necessary for the pleasure, comfort, service and convenience of the tenants of the
Property. Operator shall perform, in a timely manner and as instructed by Owner, all of Owner's obligations
under tenant leases, and to the extent provided to Operator, ground leases, mortgages and deeds of trust
covenants, conditions and restrictions, easements and any other agreements affecting the Property. Operator shall
make available to Owner the full benefit of the judgment, experience and advice of all members of Operator s
organization and staff with respect to the management of the Property at no additional charge to Owner. Owner
shall be responsible for the collection of any rents due and owing by tenants of the Property.
(b) Maintenance Response Time. Operator, to the best of its ability, will (i) promptly
respond to Owner's and its tenants requests foi maintenance and repairs of the Property, (ii) promptly investigate
the need for such maintenance and repairs of the Property following such requests, (iii) keep Owner reasonably
informed of tenant requests for maintenance and repairs of the Property, (iv) promptly consult with Owner to
develop a plan of action to conduct such maintenance and repairs, and (v) diligently pursue completion of such
maintenance and repairs.
(c) Audit and Inspection Rights. Owner shall have reasonable access, at reasonable tunes
and only following reasonable advance notice to Operator to examine all necessary books, papers documents
and records relating to the Property, and Owner shall also have the right to audit such books, papers, documents
and records, following reasonable prior notice to Operator, during the Tern of this Agreement; provided,
however, that any such audit (i) shall be conducted only at Operator s offices and/or, at Operator's option, at the
Property and only during Operator's normal business hours, (ii) shall be conducted in accordance with Owner's
instructions, and (iii) shall be related only to those activities performed by Operator for Owner. Audit and
inspection rights shall survive the termination of this Agreement for a period of three (3) years. The cost of any
such audit shall be borne solely by Owner.
(d) Budgets. For the period beginning on the date of this Agreement through September
30, 2015, the approved Facility Maintenance Budget ("Operating Budget") and Capital Improvement 5-Year
Plan ("Capital Plan') are attached hereto as Exhibits A and B. Prior to August 1, 2015, and each August 1
thereafter during the Tenn, Opel ator shall prepare and submit to Owner proposed Operating Budgets and Capital
Plans for the Property for such fiscal year beginning October 1 through September 30. The budgets will be a
breakdown of expenses by month, and shall include, but not be limited to, elevator maintenance, electrical repair,
plumbing repairs fire safety, pest control, trash removal maintenance equipment, landscape maintenance, HVAC
maintenance/repair expenses and janitorial expenses. The budget, after written approval by Owner, shall be used
by Operator as a guide for the actual operation of the Property during the penod covered by the budget and
Operator shall provide Owner on the 15th day following the end of each quarter a comparison of actual and
budgeted expenses and a statement of the amount of unencumbered funds. Provided, however, that Operator shall
obtain Owner's prior approval for any expenditure not authorized by the approved annual budget.
(e) Compliance with Legal Requirements. Subject to the other terns and conditions of
this Agreement, Operator shall take, at Owner's expense, such actions as may be necessary to comply with any
and all laws, regulations, orders, or requirements which apply to the Property or its ownership or operation
(hereinafter "Applicable Laws") If Operator obtains any information which indicates that the Property might be
in violation of any Applicable Law, Operator shall promptly give Owner notice of the existence or potential
existence of such a violation If the cost of complying with an Applicable Law is not authorized by an approved
annual budget, Operator shall promptly notify Owner, and Owner shall be responsible for taking all necessary
corrective action. Operator represents and warrants that it and its employees presently hold all licenses and
permits legally required for it to perfonn its obligations under this Agreement, and Operator hereby covenants and
agrees to maintain all such licenses and permits during the term of this Agreement.
(fj Insurance.
(i) Property Insurance. Owner shall, at Owner's expense, maintain "all risk"
property insurance for the Property which contains coverages and is issued by companies that are acceptable to
Owner, in Owner's sole discretion. Such policy(ies) shall naive Owner as the named insured. Owner shall waive
its right of subrogation against the Operator, and the Owner's policy shall be endorsed to prohibit subrogation
against the Operator for any cause.
(ii) Personal Property of Operator. Owner shall not be liable to Operator, its
employees, agents, customers and invitees for loss or damage to their personal property and business records
located at the Property. Operator shall obtain and keep in full force and effect during the term of this Agreement
extended coverage property insurance covering one hundred percent (100%) of the replacement cost of Operator's
personal property. Operator shall procure from its insurers waivers of subrogation with respect to claims against
Owner under policies in which Owner is not named as an additional insured
(iii) Liability Insurance. Owner shall at all times during the term of this
Agreement carry Commercial General Liability ("CGL') insurance with respect to the Property in an amount of
not less than Two Million Dollars ($2,000,000). Such insurance shall be primary and shall name Operator as
additional insured. Operator shall at all tunes during the tern of this Agreement carry CGL insurance covering
the actions taken by Operatoi as excess insurance in performing its obligations under this Agreement with
minimum limits of at least Two Million Dollars ($2,000,000) issued by an insurance company reasonably
acceptable to Owner. Owner shall be named as an additional insured under Operator's CGL policy.
(iv) Workers' Compensation and Employer's Liability Insurance. Operator shall
carry Worker's Compensation insurance in statutory amounts In addition, Operator shall carry Employer s
Liability Insurance in not less than the following amounts:
(A) $500,000 bodily injury by accident, each accident;
(B) $500,000 bodily injury by disease, each employee; and
(C) $500,000 bodily injury by disease, policy limit.
Operator shall furnish Owner with evidence of such insurance throughout the term of this Agreement. Operator's
policy shall be endorsed to waive its rights of subrogation against Owner by its insurance company.
(v) Property Losses. Operator shall promptly investigate and report to Owner; all
claims for damage to the Property. Property claims shall be settled by Owner or Owner's authorized
representative.
(vi) Accidents. Operator shall promptly report all third party accidents/incidents to
Owner. All reports shall be in a form reasonably acceptable to Owner and Owner's insurance company.
(vii) Certificates of Insurance. Operator shall furnish Owner with appropriate
certificates of insurance as proof that it has obtained and maintains in full force and effect the types and amounts
of insurance coverage required herein In addition, Operator shall, at Owner's request, provide Owner with
evidence that it has maintained such coverage in full force and effect.
(viii) Contractors and Vendors. Operator shall require that all parties performing work
on or with respect to the Property, including, without limitation, contractors, subcontractors, materialmen and
service vendors, maintain insurance coverage at such party's expense, in the following minimum amounts:
(1) Worker's Compensation: Statutory Amount (Including All State Endorsement)
(2) Employers Liability•
(3)
(4)
Commercial General Liability
Insurance — ISO Form CG 0001
or CG 0004 Coverages Required,
Products & Completed
Operations, subject to ISO Form
CG 2037, Full Contractual,
Blanket insured as required by
written agreement, blanket waiver
of subrogation:
Automobile Insurance:
$500,000 bodily injury by accident, each accident;
$500,000 bodily injury by disease, each employee;
$500,000 bodily injury by disease, policy limit
$1,000,000 each occurrence
$2,000,000 general aggregate
$1,000,000 (CSL) All Automobiles
Operator must obtain Owner's written permission prior to waiving any of the above insurance requirements.
Upon prior notice to Operator, Owner shall have the right to increase the amounts of insurance described above
and to require additional insurance. Operator shall obtain and keep on file a certificate of insurance evidencing
the existence of the coverages described above pnor to permitting any contractor, subcontractor, materialman or
vendor to enter the Property.
(ix) Use of Property. Operator agrees not to knowingly permit the use of the Property
for any purpose which might void or violate any policy of insurance relating to the Property or which might
render any loss thereunder uncollectible.
(x) Waiver of Subrogation. Owner, on behalf of itself and its insurers, waives its rights
of recovery against Operator or Operator's partners, shareholders officers, directors and employees, for damages
sustained by Owner as a result of any damage to the Property or damage to property of others or bodily injury or
death arising from any risk or peril to the extent covered by any insurance policy carried by or required to be
carried by Owner pursuant to the terns of this Agreement, and Owner agrees that no party shall have any such
right of recovery by way of subrogation or assigmnent with respect to same. Operator, on behalf of itself and its
insurers, waives its rights of recovery against Owner or any person who holds a direct or indirect ownership
interest in Owner and their respective officers, directors and employees, for damages sustained by Operator as a
result of any damage to its property or damage to property of others or bodily injury or death arising from any risk
or peril to the extent covered by any insurance policy actually carried by or required to be carried by Operator
pursuant to the terms of this Agreement, and Operator agrees that no party shall have any such right of recovery
by way of subrogation or assignment with respect to same. Owner and Operator shall each notify their respective
insurance carriers of the mutual waivers herein contained and shall cause their respective insurance policies
required hereunder to include an acknowledgement of and agreement to such waivers or to be endorsed, if
necessary, to prevent any invalidation of coverage as a result of the mutual waivers herein contained.
(g) Personnel. Operator shall have in its employ at all tunes a sufficient number of capable
persons to enable it to operate, manage and maintain the Property (including providing all required accounting
information) in an efficient, safe, timely and economical manner, subject to the constraints and limitations of
applicable budgets. All matters pertaining to the employment, supervision, compensation, promotion and
discharge of the persons working at or providing services to the Property shall be the sole responsibility of
Operator, with the exception of the building engineer who will be employed and managed by Owner. Operator
shall fully comply with all laws and regulations applicable to the employees of Operator working at the Property,
including, but not limited to, ERISA, wage and hour regulations and OSHA.
6. Capital Improvement Management.
(a) Description of Services. At Owner's request, Operator shall supervise any contractor
that engages in construction activities at the Property. Construction activities include, but are not necessarily
limited to, the construction of improvements for tenants of the Property, the renovation of the common areas of
the Property and the repair and maintenance of the Property. Operator shall (i) assist in the review of space plans,
working diawings and other plans and specifications for the construction of irnprovements, (ii) obtain estimates of
the cost of completing irnprovements at such times as may be requested by Owner, (iii) assist Owner in selecting
qualified contractors to bid on the completion of construction jobs, in evaluating the bids received by Owner and
in awarding the contract; (iv) assist Owner in processing and approving change orders; (v) supervise the
construction of the improvements so that they are completed in accordance with the requirements of all plans and
specifications, tenant leases and construction contracts; (vi) review and approve all payment requests submitted
by any contractor and recommend to Owner whether or not the payment request should be honored; (vii) assist
Owner in making appropriate payments to any general contractor subcontractor or materialmen; and (viii)
attempt to obtain appropriate certificates of insurance from all contractors, subcontractors and materialmen before
they enter the Property. All construction contracts shall be prepared using a form of construction contract
approved by Owner in advance and shall be submitted by Operatoi to Owner for its approval and execution.
Operatoi shall have no authority to employ contractors for the construction of improvements without the prior
written consent of Owner. Owner shall be responsible for bid preparation, advertisement, award of contract and
contract documents for all capital improvements on the Property. Owner shall enter into all contracts for capital
improvements, and Owner shall be responsible for all payments relating to such contracts.
(b) Construction Management Fee. The sole compensation to Operator for the construction
management services described above shall be construction management fee (the "Construction Management
Fee") equal to five percent (5%) of the construction hard costs. The Construction Management Fee shall be
calculated on the basis of the actual construction costs (the "Construction Costs") paid by Owner to contractors,
subcontractors, materialmen, and consultants (other than Operator) involved in the construction activities
described in Section 6(a) above. The Construction Management Fee shall be payable on the fifteenth (15th) day
of each calendar month based on the actual Construction Costs paid by Owner during the immediately preceding
calendar month. Except as otherwise provided in section 3 above in the event of the termination of this
Agreement, the final Construction Management Fee shall be payable to Operator thirty (30) days after the date
this Agreement terminates and shall be based on the Construction Costs actually paid by Owner prior to the
termination date. Operator acknowledges and agrees that the Construction Management Fee shall be its sole
compensation for the performance of the construction management services.
7. Management Authority.
(a) Expenses. Within 5 business days following the date of this Agreement, Owner shall
deposit into Operator's bank account the amount of $27,809.00 representing the estimated expenses set forth in
the attached Operating Budget. Thereafter, throughout the Term, within 5 business days after Owner's approval of
an applicable Operating Budget for a fiscal year, Owner shall deposit into Operator's bank account an amount
equal to the total estimated expenses set forth in the applicable Operating Budget minus, any remaining funds
from the previous year. Ownei acknowledges and agrees that such funds will be commingled with Operator's
other funds. Operator shall be entitled to pay, from the funds deposited by Owner into Operator's bank account,
the expenses authorized in an applicable Operating Budget. If in the opinion of Operator, emergency action is
necessary in order to prevent damage to any person or to any property or to prevent Owner from committing a
default under a tenant lease or other agreement affecting the Property and Operator has been unable to contact
Owner after reasonable effort, Operator may take whatever prudent action is necessary to protect Owner's
interests, but Operator shall have no obligation to expend its own funds. If Operator elects to take such action,
Operator may either (i) expend funds pieviously deposited by Owner into Operator's bank account, in which case
Owner shall, within 10 days after written notice, deposit into Operator's bank account an amount equal to the
amount so expended or (ii) expend Operator's own funds, in which case Owner shall within 10 days after written
notice, reimburse Operator. For the avoidance of doubt, Operator shall have no obligation to expend its own
funds.
(b) Contracts. Subject to the other teens and conditions of this Agreement, Operator is
authorized to make and enter into for the account of, as agent for, and at the expense of Owner, all contracts,
equipment leases and other agreements (' Contracts") as are reasonably required in the ordinary course of
business for the operation, maintenance, and service of the Property pursuant to the applicable Operating Budget
(however, with respect to items set forth in an applicable Capital Plan, Owner shall enter into contracts in its own
naive and be responsible for payments on all such contracts, all as set forth in section 6 above). Operator shall
rebid all Contracts on an annual basis so as to ensure that Owner receives services from qualified and financially
sound contractors at a reasonable and competitive cost. Operator shall use commercially reasonable efforts to
secure for Owner all possible rebates, discounts, and other benefits to be derived from every Contract. Owner and
Operator shall require all vendors to include in their contract a provision indemnifying, defending and holding
hannless Owner and Operator from all liability, cost or expense arising out of or related to the negligent acts of
the vendor and/or the failure of vendor's product to perform as represented. Upon the termination of this
Agreement, Operator shall terminate any Contracts that are in Operator's name and that relate to the operation of
the Property.
(c) Term of Contracts. Any Contract entered into by Operator shall not exceed a tern of
one (1) year without the prior express written consent of Owner Operator shall endeavor to cause all Contracts to
contain a thirty (30) day cancellation provision and a provision that permits Owner to cancel the contract without
additional charge or penalty upon the termination of this Agreement. Any expenses related to termination of a
Contract that does not provide that it can be terminated upon the termination this Agreement without additional
charge or penalty shall be the responsibility of the Operator.
8. Indemnities.
Owner hereby releases Operator from all claims damages and costs (including counsel fees)
arising out of or in connection with the management of the Property and the operation thereof, except for acts of
Operator not authorized by this Agreement, acts of discnmination as defined by Title VII of the Civil Rights act
of 1964, acts of willful misconduct or the gross negligence of Operator, its employees and agents (collectively
"Unauthorized Acts'). Operator shall indemnify and hold Owner harmless from and against all claims, damages
and costs (including counsel fees) determined to have arisen out of or in connection with Unauthorized Acts. The
indemnities and releases contained herein shall survive the termination of this Agreement.
9. General Provisions.
(a) Relationship. Operator and Owner shall not be construed as joint venturers or partners
of each other, and neither shall have the power to bind or obligate the other party except as set forth in this
Agreement. This Agreement shall not deprive or otherwise affect the right of either party to own, invest in,
manage or operate property, or to conduct business activities which are competitive with the business of the
Property.
(b) Assitnment. Operator shall not assign this Agreement without the prior written consent
of Owner, which may be given or withheld in Owner's sole discretion. Subject to the foregoing limitations, the
covenants and agreements herein contained shall inure to the benefit of, and be binding upon, the parties hereto
and their respective heirs executors, successors, and assigns. In the event of a permitted assignment, Operator
shall be relieved of liability or obligation under this Agreement upon the effective date of such assignment (other
than liability or obligation that accrued prior to such date).
(c) Notices. All notices required or permitted by this Agreement shall be in writing and may
be delivered (i) in person (by hand, by messenger or by courier service), (ii) by U.S. Postal Service regular mail,
(iii), by U.S. Postal Service certified mail, return receipt requested, (iv) by U.S. Postal Service Express Mail,
Federal Express or other overnight courier, or (v) by facsimile transmission, and shall be deemed sufficiently
given if served in a manner specified in this section. The addresses set forth beside the signatures of each party to
this Agreement shall be the addresses for notice purposes under this Agreement. From time to time, Owner or
Operator may by written notice to the other specify a different address for notice purposes. A copy of all notices
required or permitted to be given to Owner hereunder shall be concurrently transmitted to such party or parties at
such addresses as Owner may from time to time hereinafter designate by written notice to Operator. Any notice
sent by regular mail or by certified mail return receipt requested, shall be deemed given three (3) days after
deposited with the U.S. Postal Service. Notices delivered by U.S. Express Mail, FedEx or other courier shall be
deemed given on the date delivered by the carrier to the appropriate party's address for notice purposes. If any
notice is transmitted by facsimile transmission, the notice shall be deemed delivered upon telephone confirmation
of receipt of the transmission thereof at the appropriate party s address for notice purposes. If notice is received
on Saturday, Sunday or a legal holiday, it shall be deemed received on the next business day.
(d) Entire Agreement. This Agreement is the entire agreement between the parties with
respect to the subject matter hereof and no alteration, modification, or interpretation hereof shall be binding unless
in writing and signed by both parties.
(e) Severabilitv. If any provision of this Agreement or its application to any party or
circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any
extent, the remainder of this Agreement shall not be affected thereby and each provision hereof shall be valid and
shall be enforced to the fullest extent permitted by law.
(f) Venue and Jurisdiction. This Agreement shall be construed and enforced in accordance
with the laws of the State of Texas If any action, whether real or asserted, at law or in equity, arises on the basis
of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas
or the United States District Court for the Northern District of Texas, Fort Worth Division
10. Counterparts. This Agreement may be executed in any number of counterparts. Each
counterpart shall be deemed an original, and all counterparts shall be deemed the same instrument with the same
effect as if all parties hereto had signed the same signature page.
11. Exhibits. The exhibits to this Agreement are incorporated herein by this reference.
12. Signature Authority. Each party hereto hereby represents and warrants to the other
party hereto that it is duly and legally authorized to enter into this Agreement Each party is fully
entitled to rely on these warranties and representations in entering into this Agreement
13. Headings. The titles and headings of the various sections of this Agreement are intended solely for
convenience and shall not be construed as an explanation, modification or intended construction of any terns or
provisions of this Agreement.
OPERATOR:
HILLWOOD ALLIANCE SERVICES, LLC
a Texas limited liability company
1*-) By: .ofi[/I
(\name: CJsJrI(4ip,bt4
Title: i GP_ tec Li •
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appearedNat,(,(„ known to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that the same was the act of HILLWOOD ALLIANCE
SERVICES, LLC and that he executed the same as the act of HILLWOOD ALLIANCE SERVICES,
LLC the for the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this
,2014.
.041
%u &c (P� fit.
=•
•
11/1111110
CASEY MINER
Notary Public, State of Texas
My Commission Expires
May 11, 2016
Address for Notices to Owner:
Address for Notices to Operator:
Notary Public
.
2_'(t�i�- day
(Attyl/
for the State of Texas
City of Fort Worth
Department of Aviation
4201 North Main, Suite 200
Fort Worth, Texas 76106
Hillwood Alliance Services, LLC
2221 Alliance Boulevard
Fort Worth, Texas 76177
EXHIBIT A - Alliance Air Traffic Control Tower Estimated Maintenance Budget
FY2014
Jun-14 Jul-14 Aug-14 Sep-14
ESTIMATED FY 2015
Oct-14 Nov-14 Dec-14 Jan-15 Feb-15 Mar-15 Apr-15 May-15 Jun-15 Jul-15 Aug-15 Sep-14
Management Fees $ 1,000 $ 1,000 $ 1,000 $ 1,000 ^;. $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000
Repairs & Maintenance
Maintenance Equip Rental $ 1,250 $ - $ $ s $ $ $ 1,250 $ $ - $ $ $ $ 1,250 $ $ $
Maintenance Supplies $ $ - $ 100 $ - $ $ 100 $ $ - $ 100 $ $ $ 100 $ $ $ 100 $
Elevator Maintenance $ 778 $ 76 $ 76 $ 778 q: $ 76 $ 76 $ 778 $ 76 $ 76 $ 778 $ 176 $ 224 $ 778 $ 76 $ 76 $ 778
I.. Electrical Repair $ - $ $ 300 $ $ $ 300 $ $ $ 300 $ $ $ 300 $ $ $ 300 $
I.. Plumbing Repairs $ - $ 400 $ - $ - ;:`, $ - $ - $ - $ $ - $ 1,200 $ - $ - $ - $ 400 $ - $ -
HVAC $ - $ 2,200 $ 300 $ - ,"',_ $ 2,200 $ - $ - $ 2,200 $ 300 $ - $ 2,200 $ 300 $ - $ 2,200 $ 300 $ -
Fire Safety $ 90 $ 90 $ 90 $ 90 'i','€ $ 90 $ 90 $ 90 $ 90 $ 90 $ 1,590 $ 490 $ 90 $ 90 $ 90 $ 90 $ 90
Roof Maintenance $ 110 $ 110 $ 110 $ 110. $ 110 $ 110 $ 110 $ 110 $ 110 $ 110 $ 110 $ 110 $ 110 $ 110 $ 110 $ 110
Repairs & Maint $ - $ - $ 500 $ - ". $ - $ 500 $ - $ - $ 500 $ - $ - $ 500 $ - $ - $ 500 $ -
Other - R&M $ - $ 1,000 $ - $ - $ - $ - $ - $ - $ - $ - $ 5,000 $ 1,000 $ $ 1,000 $ - $ -
Cleaning
.. Window Cleaning $ - $ - $ - $ -
I.. Trash Removal $ 100 $ 100 $ 100 $ 100
'Grounds/Landscaping
.. Fencing $ - $ - $ - $ 500
.. Landscape Maintenance $ 908 $ 861 $ 646 $ 872
. Tree Maintenance $ 416 $ 416 $ 416 $ 416
.. Irrigation Repairs $ 100 $ 100 $ 100 $ 100
Total Monthly Cost $ 4,752 $ 6,353 $ 3,738 $ 3,966
Total Fiscal Year Cost $ 18,809
$ 300 $ - $ - $ - $ - $ - $ - $ 300 $ - $ - $ - $ -
$ 100 $ 100 $ 100 $ 100 $ 100 $ 100 $ 100 $ 100 $ 100 $ 100 $ 100 $ 100
$ -
$ 1,906
$ 416
$ 100
- $ - $ - $ - $ 500 $ - $ - $ -
189 $ 142 $ 142 $ 379 $ 1,973 $ 646 $ 899 $ 908
416 $ 416 $ 416 $ 416 $ 416 $ 416 $ 416 $ 416
100 $ 100 $ 100 $ 100 $ 100 $ 100 $ 100 $ 100
$ - $ - $ 500
$ 861 $ 646 $ 872
$ 416 $ 416 $ 416
$ 100 $ 100 $ 100
$ 6,298 $ 2,981 $ 3,986 $ 4,234 $ 3,471 $ 7,767 $ 10,238 $ 5,439 $ 4,752 $ 6,353 $ 3,738 $ 3,966
These services covered under the FAA Lease with the City.
Utilities, Electric, Water & Sewer, Water -Irrigation, Gas, Telephone and Data, Janitorial Contract, Janitorial Supplies
$ 63,223
Fiscal
Year
2015
EXHIBIT B - PROPOSED CAPITAL IMPROVEMENTS
Project Description
Elevator door on roof and roof replacement
Concrete replacement
Dram repair at generator
Landscape replacements
Install new carpet (All carpet Lower Level)
Paint interior (Lower Level)
Elevator Repairs
Total Improvements for 2015
Management Fee
TOTAL FOR 2015
2016 HVAC replacement and DDC controls
New split system to attach to generator (connect Gen & HVAC to data rm)
Retrofit Exterior Lighting
2017 Caulking
Scaffolding
Fabric cone
panel gasket/joint sealants
painting of catwalk (Lower Level)
2018 Replace stucco and rigis insulation
Fire system upgrade (expense yet to be determined)
2019 Paint all exterior metal frames
Corroded raised floor supports
moisture intrusion issues
Install more efficient lighting
Total Improvements for 2016
Management Fee
TOTAL FOR 2016
Total Improvements for 2017
Management Fee
TOTAL FOR 2017
Total Improvements for 2018 $
Management Fee $
TOTAL FOR 2018 $
Total Improvements for 2019
Management Fee
TOTAL FOR 2019
Total Improvements $
Management fee $
Grand Total $
Estimated Cost
320,000.00
35,000.00
15,000.00
30,000.00
15,000.00
8,000.00
122,272.00
545,272.00
27,263.60
572,535.60
400,000.00
114,264.00
10,000.00
524,264.00
26,213.20
550,477.20
300,000.00
200,000.00
136,000.00
57,000.00
20,000.00
713,000.00
35,650.00
748,650.00
59,000.00
5,000.00
64,000.00
3,200.00
67,200.00
4,000.00
3,000.00
30,000.00
30,000.00
67,000.00
3,350.00
70,350.00
1,913,536.00
95,676.80
2,009,212.80
IL
M&C Review
COUNCIL ACTION: Approved on 6/3/2014
DATE: 6/3/2014 REFERENCE NO.: **C-26817 LOG NAME:
CODE: C TYPE• CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of a Professional Services Agreement with Hillwood Alliance Services,
LLC in an Amount Up to $65,000.00 Annually for the Management of the Air Traffic
Control Tower Facility at Fort Worth Alliance Airport (COUNCIL DISTRICT 7)
Page 1 of 2
Official site of the City of Fort Worth Texas
FORT WORTH
55AFW ATC FACILITY
MGMT
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a Professional Services
Agreement with Hillwood Alliance Services, LLC, in an amount up to $65,000.00 annually for the
management of the Air Traffic Control Tower Facility at Fort Worth Alliance Airport
DISCUSSION:
The Alliance Air Traffic Control Tower (ATC) at Fort Worth Alliance Airport (Alliance) is owned by the
City of Fort Worth and is leased and operated by the Federal Aviation Administration (FAA). The
ATC operates 24 hours a day, 7 days a week. It has been the responsibility of staff at Meacham
Airport to respond to any maintenance needs for the ATC since the construction of the facility in the
1990's. With the continued growth of Meacham Airport it has become increasingly difficult to respond
to maintenance issues in a timely manner, especially after hours.
Staff recommends the City enter into an annual Agreement with Hillwood Alliance Services, LLC
(Hillwood), already located at the Airport, to manage the maintenance of the ATC. Hillwood would
perform general maintenance tasks that include but are not limited to heating, ventilation/air
conditioning repairs landscaping/tree maintenance, plumbing, electrical, elevator maintenance, minor
roof repairs and trash removal. The cost for services is estimated to be up to $65,000.00
annually. Because Hillwood has maintenance staff at their facilities, response times to maintenance
issues will improve, especially after hours and weekends. Hillwood will provide project oversight for
the City when capital improvements are needed for the facility.
Revenue generated from the lease of the facility to the FAA will cover the annual costs of this
Agreement. The FAA concurs with the need for this Agreement.
Fort Worth Alliance Airport is in COUNCIL DISTRICT 7, Mapsco 7L.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available, as appropriated, in the
Municipal Airports Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
PE40 539120 0551301 $65.000.00
Submitted for City Manager's Office by: Fernando Costa (6122)
6/4/2014
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
AFW ATC Aareement.odf
M&C Review
Bill Welstead (5402)
James Burris (5403)
Page 2 of 2
6/4/2014