HomeMy WebLinkAboutContract 56343 City Secretary Contract No. 5� 3
PROFERTYMANAGFIVI WAGREI<'M1 W
FORT WORTH ALLIANCE AIRPORT AIR TRAFFIC CONTROL TOWER
This PROPERTY MANAGEMENT AGREEMENT("Agreement")is made and entered into by
and between the CITY OF FORT WORTH("City"),a Texas home rule municipal corporation,acting by
and through Fernando Costa,its duly authorized Assistant City Manager,and Hillwood Alliance Services,
LLC ("Operator"), a Texas limited liability company, each individually referred to as a "Pally" and
collectively referred to as the "Parties." This Agreement hereby terminates and replaces City Secretary
Contract("CSC")No.45657,a Property Management Agreement executed by the Parties on June 9,2014.
RECITALS.
WHEREAS,on or about June 9,2014,the City and Hillwood Alliance Services,LLC entered
into CSC No.45657, an agreement for the management and maintenance of the FAA Air Traffic Control
Tower("Agreement")located at Fort Worth Alliance Airport;
WHEREAS,the Initial Term of the Agreement expired on September 30,2018;
WHEREAS,the Agreement is in year two of a five-year renewal period scheduled to expire on
September 30,2023;
WHEREAS,the City and the Federal Aviation Administration("FAA")have recently entered
into CSC No.55352,a new Lease Agreement for the FAA Air Traffic Control Tower Lease No.
697DCM-18-L-00065,commencing on October 1,2019;
WHEREAS,the City and Operator now desire to enter into a new Management Agreement for
the FAA Air Traffic Control Tower located at Fort Worth Alliance Airport thereby terminating CSC No.
45657;
NOW,THEREFORE, for good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged,the City and Operator agree as follows:
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Property Management Agreement;
2. Exhibit A—Scope of Services;
3. Exhibit B--Projected Budget for FY 2020;
4. Exhibit C—Projected Capital Improvements for;and
5. Exhibit D—Verification of Signature Authority Form.
Exhibits A, B, C, and D, which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes.In the event of any conflict between the terms and conditions of Exhibits A,B,
C, or D and the terms and conditions set forth in the body of this Agreement,the terms and conditions of
this Agreement shall control.
Property Management Agreement Between
The City of Fort Worth and OFFICIAL RECORD
HiIiwood Alliance Services, LLC CIT�?WMMIAR P
FT WORTK U
City Secretary Contract No.
1. ProRerty City is the owner of that certain real property commonly known as the air traffic
control tower located at 2300 Alliance Blvd., Fort Worth, TX 76177 Fort Worth Alliance Airport (the
"Property").
2. AApnointment of Operator. City hereby appoints Operator as the manager of the Property
upon the terms and conditions set forth herein, and.Operator hereby accepts such appointment. Operator
acknowledges that it is an independent contractor and not an employee of City. Operator shall have no
right or authority, express or implied, to commit or otherwise obligate City 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. Scope of Services. Operator hereby agrees that it shall be solely responsible for the
management of the Property and shal I use commercially reasonable efforts to manage,operate and maintain
the Property efficiently and in a commercially reasonable manner satisfactory to City and in conformance
with the annual operating budget of the Property. Further, Operator will be responsible for providing
construction management on any capital projects that are needed for the Property throughout the term of
this agreement.
Exhibit"A,"-Scope of Services more specifically describes the services to be provided hereunder,
4. Term. This Agreement shall begin upon execution of this agreement("Effective Date") and
shall expire on December 31, 2021 ("Expiration Date"), unless terminated earlier in accordance with this
Agreement ("Initial Term"). City shall have the option, in its sole discretion, to renew this Agreement
within thirty(30)days of the Initial Term's expiration and under the same terms and conditions,for up to
five(5)one-year renewal options.
5. Compensation
5.1 General Provisions.The maximum amount to be paid to Operator by City for all Services
provided pursuant to this Agreement, including any management fees, reimbursable operating expenses,
and capital project management fees,shall not exceed One Hundred and Fifty Thousand and 00/100 Dollars
(115Q000.001 for any annual contract period (Initial Term or a Renewal Period). The City shall pay
Operator in accordance with the provisions of this Agreement. Operator shall not perform any additional
services for the City not specified by this Agreement unless the City requests and approves in writing the
additional costs for such services. The City shall not be liable for any additional expenses of Operator not
specified by this Agreement unless the City first approves such expenses in writing. City agrees to pay all
invoices of Operator within thirty (30) days of receipt of such invoice. Operator may charge interest on
late payments not to exceed one percent(1%)per month,or,if less,the highest rate permitted by law.
Property Management Agreement Between
The City of Fort Worth and
Hillwood Alliance Services,LLC Page 2 of 20
City Secretary Contract No.
5.2 Fee and Expense Structure.
5.2.1. Management Fee. The compensation to Operator for the management services it
provides to City as listed in this Agreement and Exhibit A shall be a monthly fee equal to two thousand two
hundred and fifty dollars($2,250.00)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 thirtieth(30')
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 the Agreement terminates. The City agrees to
pay the Operator a one-time lump sum of Thirty Thousand Dollars and no1100 ($30,000) in Management
Fees which is the amount due from October 1,2019 through September 1,2021 which is the time frame in
which the new Lease of the Property began with the FAA. This amount is still part of the total not to exceed
amount listed in section 5.1 of this Agreement for this Initial Term.
5.2.2 Reimbursable Operating Expenses. All Operating Expenses, as described in
Exhibit A of this Agreement, that result from the management of the Property may be reimbursed to
Operator by City("Reimbursable Operating Expenses"). Operator is responsible for including a summary
sheet and all applicable supplier, vendor and contractor invoices that were paid by Operator for the
management of the Property on the monthly Operator Invoice provided to City as described in section 5.3
of this Agreement. All Reimbursable Operating Expenses must be approved by the Director of Aviation
or his designees. Invoices for services rendered found to be outside of the scope of operating expenses are
not reimbursable and will be the responsibility of the Operator.
5.2.3 Capital Project Management Fee. The sole compensation to Operator for the
construction management of Capital Projects on the Property shall be equal to five percent (5°/") of the
construction hard costs(the "Capital Project Management Fee") and shall only apply to Capital projects
with Construction Costs that exceed$500,000.00. The Capital Project Management l+ee-shall be calculated
on the basis of the actual construction costs (the "Construction Costs") paid by City to contractors,
subcontractors, materialmen, and operators (other than Operator) involved in the construction activities
described in Exhibit A of this Agreement. The Capital Project Management Fee shall be payable each
month in accordance with section 5.3 below and should be based on the actual Construction Costs paid by
City during the immediately preceding calendar month. Except as otherwise provided in section 6 below,
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 City prior to the termination date. Operator acknowledges and agrees that the Capital
Project Management Fee shall be its sole compensation for the performance of the construction
management services.
5.3. Operator Invoice. An invoice from Operator shall be presented to City each month and
will reference the monthly management fee and any applicable Reimbursable Operating Expenses and
Capital Project Management Fees for that particular month ("Operator Invoice"). On each Operator
Invoice, the Operator shall separately list the total amount for Fees for which invoices were previously
submitted during the then-current annual contract period (either initial term or Renewal Period) and the
total amount of Fees or Reimbursable Operating Expenses for the entire period, including those amounts
being requested under the then-current invoice. If the City requests additional documentation of expenses,
the Operator shall provide such information if available within 10 business days of written request.
Operator shall submit monthly invoices by the first of each month to the City's Aviation Department Real
Property Manager at 201 American Concourse, Suite 330, Fort Worth, TX 76106. All invoices shall be
Property Management Agreement Between
The City of Fort Worth and
Hillwood Alliance Services,LLC Page 3 of20
City Secretary Contract No. _
payable by the thirtieth(3&)day of each calendar month. In the event of the termination of this Agreement,
a final invoice should be submitted by the Operator and shall be payable to Operator thirty(30)days after
the date this Agreement terminates.
5.3.1 Time for Pa menu Dis ute. Operator invoices are generally due and payable
within thirty (30) days of receipt. in the event of a disputed or contested billing, only the portion being
contested will be withheld from payment, and the undisputed portion will be paid. City will exercise
reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion
of the billing until the contest has been mutually resolved.
For contested billings, the City shall make payment in full to Operator within 60 days of the date the
contested matter is resolved. If City fails to snake such payment;Operator may,after giving 7 days'written
notice to City, suspend services under this Agreement until paid in full, including interest calculated from
the date the billing contest was resolved. In the event of suspension of services, Operator shall have no
liability to City for delays or damages caused to City because of such suspension of services.
6. Terminations.
6.1 Termination Without Cause. Notwithstanding anything in this Agreement to the
contrary,City 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.
6,2 Termination With Cause.
6.2.1 Without Notice. City shall have the right to terminate this Agreement
immediately upon written notice to Operator upon the occurrence,in City's
reasonable judgment,of any of the following events:
(A) Operator has failed to perform its obligations to City under this Agreement
and such failure has not been cured after thirty (30) days written notice
from City to Operator;
(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 termination or dissolution of Operator;or
(E) The consummation of a bona fide sale of the Property to anew owner not
affiliated with City.
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The City of Fort Worth and
Hillwood Alliance Services,LLC Page 4 of 20
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6.2.2 Obligations Upon Termination.
(A) If this Agreement is terminated pursuant to Section 6.2.1, Operator shall
not be entitled to receive any further Management Fees due under this
Agreement beyond the termination effective date.
(B) 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 City are the sole property of City and shall be
delivered to City or City'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 City or purchased by Operator with
City's funds is the sole property of City and shall be delivered to City or
City'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(1)vacate any space in the Property provided by City 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 City to consult with City
and City's new property manager concerning the operation and
management of the Property,at no charge to City.
6.3 Non-airiproipriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder,City will notify Operator
of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever,except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
7. Disclosure of Conflicts and Confidential Information.
7.1 Disclosure of Conflicts Operator hereby warrants to City that Operator has made
full disclosure in writing of any existing or potential conflicts of interest related to Operator's
services under this Agreement. In the event that any conflicts of interest arise after the Effective
Date of this Agreement, Operator hereby agrees immediately to make full disclosure to City in
writing.
7.2 Confidential Information The Parties, along with their respective officers,
directors, employees, representatives, agents, affiliates, partners, lenders, prospective lenders,
attorneys, and advisors agree that all Information (hereinafter defined) provided by a disclosing
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Party to a receiving Party,shall be kept confidential,and shall not be disclosed to any third Party
without the prior written consent of the disclosing Party. Information shall include all information
provided by the disclosing Patty to the receiving Party, including without limitation,trade secrets,
technical data or specifications, design information, customer lists, pricing and financial
information, surveys,reports,business plans,and technical and/or business requirements.
7.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Operator. It will be the responsibility of Operator to submit reasons
objecting to disclosure.A determination on whether such reasons are sufficient will not be decided
by City,but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
7.4 Unauthorized Access. Operator shall store and maintain City Information in a
secure manner and shall not allow unauthorized users to access,modify,delete or otherwise corrupt
City Information in any way.Operator shall notify City immediately if the security or integrity of
any City Information has been compromised or is believed to have been compromised, in which
event,Operator shall, in good faith,use all commercially reasonable efforts to cooperate with City
in identifying what information has been accessed by unauthorized means and shall fully cooperate
with City to protect such City Information from further unauthorized disclosure.
S. Right to Audit. City shall have reasonable access,at reasonable times and only following
an advance notice of no less than 10 business days to examine all necessary books,papers,documents and
records relating to the Property,and City shall also have the right to audit such books, papers,documents
and records, following reasonable prior notice to Operator,during the Term 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 City's instructions, and (iii)shall be related only to those activities performed by Operator for City.
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 City.
9. Independent Contraetor. It is expressly understood and agreed that Operator shall
operate as an independent contractor as to all rights and privileges and work performed under this
Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the
conditions and provisions of this Agreement, Operator shall have the exclusive right to control the details
of its operations and activities and be solely responsible for the acts and omissions of its officers, agents,
servants, employees, contractors and subcontractors. Operator acknowledges that the doctrine of
respondeat superior shall not apply as between City, its officers, agents, servants and employees, and
Operator,its officers,agents,employees,servants,contractors and subcontractors. Operator further agrees
that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and
Operator.It is further understood that City shall in no way be considered a Co-employer or a Joint employer
of Operator or any officers, agents, servants, employees or subcontractor of Operator. Neither Operator,
nor any officers, agents, servants, employees or subcontractor of Operator shall be entitled to any
employment benefits from City. Operator shall be responsible and liable for any and all payment and
reporting of taxes on behalf of itself,and any of its officers,agents,servants,employees or subcontractor,
10. Liability and Ind.emni.fication.
Property Management Agreement Between
The City of Fort Worth and
Hillwood Alliance Services,LLC Page 6 of 20
City Secretary Contract No.
City 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 discrimination 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 City 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.
11. Assi went and Subcontractin .
11.1 Assignment. Operator shall not assign or subcontract any of its duties,obligations or rights
under this Agreement without the prior written consent of City.if City grants consent to an assignment,the
assignee shall execute a written agreement with City and Operator under which the assignee agrees to be
bound by the duties and obligations of Operator under this Agreement. Operator and Assignee shall be
jointly liable for all obligations of Operator under this Agreement prior to the effective date of the
assignment.
11.2 Subcontract. if City grants consent to a subcontract, sub Operator shall execute a written
agreement with Operator referencing this Agreement under which sub Operator shall agree to be bound by
the duties and obligations of Operator under this Agreement as such duties and obligations may apply.
Operator shall provide City with a fully executed copy of any such subcontract.
12. Iasurance.
A. Property Insurance. City shall,at City's expense, maintain"all risk" property insurance
for the Property which contains coverages and is issued by companies that are acceptable to City,
in City's sole discretion.Such policy(ies)shall name City as the named insured. City shall waive
its right of subrogation against the Operator, and the City's policy shall be endorsed to prohibit
subrogation against the Operator for any cause.
b. Personal Property of Operator.City 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 (1000/0) of the
replacement cost of Operator's personal property.Operator shall procure from its insurers waivers
of subrogation with respect to claims against City under policies in which City is not named as an
additional insured-
C. Liability Insurance. City 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 times during the term of this Agreement carry
CGL insurance covering the actions taken by Operator 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 City. City shall be named
as an additional insured under Operator's CGL policy.
Property Management Agreement Between
The City of Fort Worth and
Hillwood Alliance Services, LLC Page 7 of 20
City Secretary Contract No.
d. 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 City with evidence of such insurance throughout the term of this Agreement.
Operator's policy shall be endorsed to waive its rights of subrogation against City by its insurance
company.
C. Property Losses. Operator shall promptly investigate and report to City,all claims for
damage to the Property. Property claims shall be settled by City or City's authorized representative.
f. Accidents. Operator shall promptly report all third-party accidents/incidents to City. All
reports shall be in a form reasonably acceptable to City and City's insurance company.
g. Certificates of Insurance. Operator shall furnish City 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.
h. 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: $500,000 bodily injury by accident,each accident;
$500,000 bodily injury by disease,each employee;
$500,000 bodily injury by disease,policy limit
(3) Commercial General Liability $1,000,000 each occurrence
Insurance—ISO Form CG 0001 or $2,000,000 general aggregate
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:
(4) Automobile Insurance: $1,000,000(CSL)All Automobiles
Operator trust obtain City's written permission prior to waiving any of the above insurance
requirements. Upon prior notice to Operator, City shall have the right to increase the amounts of
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Hillwood Alliance Services,LLC Page 8 of 20
City secretary Contract No.
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 prior to
permitting any contractor,subcontractor,materialman or vendor to enter the Property.
i. 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.
j. Waiver of Subrogation. City, 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 City 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 City pursuant to the terms of this Agreement, and
City agrees that no Party shall have any such right of recovery by way of subrogation or assignment
with respect to same. Operator, on behalf of itself and its insurers, waives its rights of recovery
against City or any person who holds a direct or indirect ownership interest in City 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. City
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 an 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.
13. Compliance with Laws, Ordinances, Rules and Regulations. Operator agrees that in
the performance of its obligations hereunder, it shall comply with all applicable federal, state and local
laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement
will also comply with all applicable federal, state and local laws, ordinances,rules and regulations. If City
notifies Operator of any violation of such laws,ordinances,rules or regulations,Operator shall immediately
desist from and correct the violation.
14. Non-Discrimination Covenant. Operator,for itself,its personal representatives,assigns,
sub-Operators and successors in interest,as part of the consideration herein,agrees that in the performance
of Operator's duties and obligations hereunder,it shall not discriminate in the treatment or employment of
any individual or group of individuals on any basis prohibited by law.IF ANY CLAIM ARISES FROM
AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY OPERATOR,
ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBOPERATORSS OR SUCCESSORS IN
INTEREST,OPERATOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND
DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM.
15. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other Party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission,or(3)received by the other Party by United States Mail,registered,return receipt requested,
addressed as follows:
Property Management Agreement Between
The City of Fort Worth and
Hillwood Alliance Services,LLC Page 9 of 20
City Secretary Contract No.
To CITY: To OPERATOR:
City of Fort Worth Hillwood Alliance Services,LLC.
Attn:Fernando Costa,Assistant City Manager Charlie Campbell, Senior Vice President
200 Texas Street 2221 Alliance Blvd.,Suite 100
Fort Worth,TX 76102-6314 Fort Worth,TX 76177
Facsimile:(817)392-8654 Facsimile: 817-224-6060
With copy to Fort Worth City Attorney's Office at
same address
16. Relationship. Operator and City shall not be construed as joint ventures 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.
17. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
18. No Waiver. The failure of City or Operator to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or
Operator's respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
19. Governing Law/Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas, If any action,whether real or asserted,at law or in equity,is brought pursuant to 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.
20. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity,legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
21. Farce Majeure. City and Operator shall exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy,fires, strikes, lockouts, natural disasters, pandemics, wars, riots, material or labor restrictions by
any governmental authority,transportation problems and/or any other similar causes.
22. Pleadings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, shall not be deemed a part of this Agreement,and are not intended to define or limit the
scope of any provision of this Agreement.
23. Review of Counsel. The parties acknowledge that each Party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
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ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this
Agreement or the attached Exhibits.
24. Amendments 1 Modifications 1 Extensions. No amendment, modification,or extension
of this Agreement shall be binding upon a Party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each Party.
25. Entirety of Agreement. This Agreement, including Exhibits A, B and C, contains the
entire understanding and agreement between City and Operator,their assigns and successors in interest,as
to the matters contained herein.Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement.
26. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute
one and the same instrument.
27. Warranty of Services. Operator warrants that its services will be of a high quality and
conform to generally prevailing industry standards related to property management of similarly associated
facilities.City must give written notice of any breach of this warranty within thirty(30)days from the date
that the services are completed. In such event, at Operator's option, Operator shall either (a) use
commercially reasonable efforts to re-perform the services in a manner that conforms to the warranty,or
(b)refund the fees paid by City to Operator for the nonconforming services.
28. Immigration Nationality Act. Operator shall verify the identity and employment
eligibility of its employees who perform work under this Agreement,including completing the Employment
Eligibility Verification Form(I-9). Upon request by City,Operator shall provide City with copies of all I-
9 forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Operator shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Operator employee who is not legally eligible to
perform such services. OPERATOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY OPERATOR,OPERATOR'S EMPLOYEES,SUBCONTRACTORS,AGENTS,
OR LICENSEES.City,upon written notice to Operator,shall have the right to immediately terminate this
Agreement for violations of this provision by Operator.
29. Ownership of Work Product. City shall be the sole and exclusive owner of all reports,
work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in
conjunction with the services provided under this Agreement(collectively,"WorkProduct`�. Further,City
shall be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary
rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from
the date of conception, creation or fixation of the Work Product in a tangible medium of expression
(whichever occurs first).Each copyrightable aspect of the Work Product shall be considered a"work-made-
for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work
Product,or any part thereof,is not considered a"work-made-for-hire"within the meaning of the Copyright
Act of 1976,as amended,Operator hereby expressly assigns to City all exclusive right,title and interest in
and to the Work Product,and all copies thereof,and in and to the copyright,patent,trademark,trade secret,
and all other proprietary rights therein, that City may have or obtain, without further consideration, free
from any claim,lien for balance due,or rights of retention thereto on the part of City.
Property Management Agreement Between
The City of Fort Worth and
Hill.wood Alliance Services,LLC. Page 11 of 20
City Secretary Contract No. _
30. Signature Authority. The person signing this Agreement hereby warrants that he/she has
the legal authority to execute this Agreement on behalf of the respective Party, and that such binding
authority has been granted by proper order,resolution,ordinance or other authorization of the entity.This
Agreement and any amendment hereto, may be executed by any authorized representative of Operator
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit"D".Each Patty is fully entitled to rely on these warranties and representations
in entering into this Agreement or any amendment hereto.
31. Change in Company Name or Ownership. Operator shall notify City's Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records.The president of Operator or authorized official must sign the letter.A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9,documents filed with the state indicating such change,copy of the board of director's
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
spccified documentation so may adversely impact future invoice payments.
No Boycott of Israel. If Operator has fewer than 10 employees or this Agreement is for less than
$100,000,this section does not apply.Operator acknowledges that in accordance with Chapter 2270 of
the Texas Government Code,the City is prohibited from entering into a contract with a company for
goods or services unless the contract contains a written verification from the company that it:(1)does not
boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms"boycott Israel"
and"company"shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract,Operator certifies that Operator's signature provides
written verification to the City that Operator:(1)does not boycott Israel; and(2)will not boycott
Israel during the term of the contract.
IN WITNESS WHEREOF,the Patties hereto have executed this Agreement in multiples.
(Signature Page Follows)
Property Management Agreement Between
The City of Fort Worth and
Hillwood Alliance Services,LLC Page 12 of 20
City Secretary Contract No.
ACCEPTED AND AGREED:
CITY OF FORT WORTH;
CONTRACT COM LIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract,including ensuring all performance and
By: reporting requirements.
Name: Fernando Costa
Title: Assistant City Manager
Date: i.,1.r 1G 20 21 ,
NameWarbaGoodwin
APPROVAL RECOMMENDED: Title: Real Property Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: R ger e 1
Title; Aviation ec r By:
Name: Thomas Royce sen
ATTEST: Title: Assistant City Attorney
CONTR�,C�AUTHORIZATION:
By:
j?j
Name:
Title: Acting City Secretary V
OPERATOR: ' `�-
w
I.,
Hillwoca Alliance"ervices,LLC,
a Texas i 4ed liabi company t `'
1
By; c.
Nam. Teas 1.Harris
Title: Senior Vice President
Date: 2021
OFFICIAL RECORD
CITY SECRETARY
FT WORTH,TX
Property Management Agreement Between
The City of Fort Worth and
Hillwood Alliance Services,LLC Page 13 of 20
EXHIBIT A
SCOPE OF SERVICES
(General Summary of all services)
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 City 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 City,all of City'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 City 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 City.
- City 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:
o Promptly respond to City's and its tenants' requests for maintenance and repairs of the
Property
o Promptly investigate the need for such maintenance and repairs of the Property following
such requests
o Keep City reasonably informed of tenant requests for maintenance and repairs of the
Property
o Promptly consult with City to develop a plan of action to conduct such maintenance and
repairs,and
o Diligently pursue completion of such maintenance and repairs.
(c) Budgets. For the period beginning on the date of this Agreement through September 30, 2021,
the approved Faelllty Maintenance Budget {"Operating Budget") and Capital Improvement 5-
Year Plan("Capital Plan')are attached to this agreement as Exhibits B and C. Prior to August
1,2021, and each August 1 thereafter during the Term,Operator shall prepare and submit to City
Property Management Agreement Between
The City of Fort Worth and
Hillwood Alliance Services,LLC Page 14 of 20
City Secretary Contract No.
proposed Operating Budgets and Capital Plans for the Property for that fiscal year from October l
through September 30.These budgets will be a breakdown of projected expenses by month, and
shall include,but are not be limited to the following:
o Utilities
o elevator maintenance
o electrical repair
o plumbing repairs
o fire safety
o pest control
o trash removal
o maintenance equipment
o landscape maintenance
o HVAC maintenancelrepair expenses;and
o janitorial expenses.
This projected budget,after written approval by City,shall be used by Operator as a guide for the
actual operation of the Property during the period covered by the budget. Operating expenses shall
not increase more than five percent(S%)in any one year.
(d) Compliance with Legal. Requirements. Subject to the other terms and conditions of this
Agreement, Operator shall take, at City'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 City 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 City, and City 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 perform its obligations under this Agreement, and Operator hereby
covenants and agrees to maintain all such licenses and permits during the term of this Agreement.
(e) Personnel. Operator shall have in its employ at all times 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 e€the
building engineer who will be employed and managed by City.
(f) Management Authority.
Expenses. Operating funds will be held in an account by the City and Operator Invoices will be
paid by the City on a Net 34 cycle.
- Type of Expenses:
- Operator will submit all supplier, vendor and contractor invoices to the City with each specified
months Operator Invoice.
Property Management Agreement Between
The City of Fort Worth and
Hillwood Alliance Services,LLC Page 15 of 20
City Secretary Contract No.
Each supplier,vendor,or contractor invoice will be reviewed and approved by the Director of Aviation
or his designees to be either included or excluded as a Reimbursable Operating Expense.
- Invoices for services rendered found to be outside of the scope of operating expenses,if no written
City approval is given,will be the responsibility of the Operator.
- If there is a dispute as to any operating expense,Operator shall explain in writing,how a certain
expense fits within one the identified operating expenses listed in this Scope of Work.
Emergency Action.
- If in the opinion of Operator, emergency action is necessary in order to prevent damage to any
person or to arty property or to prevent City from committing a default under a tenant lease or other
agreement affecting the Property, and Operator has been unable to contact City after reasonable
effort, Operator may take whatever prudent action is necessary to protect City's interests, but
Operator shall have no obligation to expend its own funds.
- If Operator elects to take such action,Operator may either
o Expend funds previously deposited by City into Operator's bank account, in which case
City shall, within 10 days after written notice, deposit into Operator's bank account an
amount equal to the amount so expended,or
o Expend Operator's own funds,in which case City shall,within 10 days after written notice,
reimburse Operator. For the avoidance of doubt, Operator shall have no obligation to
expend its own funds.
Contracts.
Subject to the other terms 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 City, 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,City shall enter into contracts in its own name and
be responsible for payments on all such contracts,all as set forth in section 6 above).Operator shall follow
all state and local procurement laws when selecting vendors and entering into agreements. Operator shall
use commercially reasonable efforts to secure for City all possible rebates,discounts,and other benefits to
be derived from every Contract. City and Operator shall require all vendors to include in their contract a
provision indemnifying, defending and holding harmless City 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.
- Term of Contracts.Any Contract entered into by Operator shall not exceed a term of one(1)year
without the prior express written consent of City.Operator shall endeavor to cause all Contracts to
contain a thirty (30) day cancellation provision and a provision that permits City to cancel the
contact 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 of this Agreement without additional charge or penalty shall be the responsibility
of the Operator.
Property Management Agreement Between
The City of Fort Worth and
Hillwood Alliance Services,LLC Page 16 of20
City Secretary Contract No.
Capital Improvement Management.
(a) Description of Services. At City's request, Operator shall supervise any contractor that engages
in construction activities at the Property.
(b) Construction activities include,but are not necessarily limited to the following:
-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.
(c) Operator shall:
- Assist in the review of space plans,working drawings and other plans and specifications for the
construction of improvements;
- Obtain estimates of the cost of completing improvements at such times as may be requested by
City;
- Assist City in selecting qualified contractors to bid on the completion of construction jobs, in
evaluating the bids received by City and in awarding the contract;
- Assist City in processing and approving change orders;
- 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;
- Review and approve all payment requests submitted by any contractor and recommend to City
whether or not the payment request should be honored;
- Assist City in making appropriate payments to any general contractor, subcontractor or
materialman;and
- 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 City in
advance and shall be submitted by Operator to City for its approval and execution.Operator shall have no
authority to employ contractors for the construction of improvements without the prior written consent of
City.City shall be responsible for bid preparation,advertisement,award of contract and contract documents
for all capital improvements on the Property. City shall enter into all contracts for capital improvements,
and City shall be responsible for all payments relating to such contracts.
Property Management Agreement Between
The City of Fort Worth and
Hillwood Alliance Services,LLC Page 17 of 20
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EXHIBIT C
PROTECTED CAPITAL IMPROVEMENTS
2021
Landscape Improvements Phase 2-$20,000
Concrete/Exterior Drainage Repairs(Patio&Sidewalk)-
$35,000
2022
1st Floor/Basement Lights Replacement-$60,000
Lower LeveVCab Interior Paint-$30,000
Carpet Replacement-TBD
2023
Bathroom Remodel-$40,000
Tower Cab Cabinets-$30,000
Breakroom Remodel-$15,000
2024
Basement Sump Pump Replacement-
$15,000
Security Improvements-$85,000
2025
Aviator Way Wall Repair-$45,000
Replace Cone Fabric-$169,000
Vendor Services Agreement--Exhibit C Page 19 of 20
City Secretary Contract No.
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind Operator and to execute any agreement,
amendment or change order on behalf of Operator.Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Operator. City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Operator.Operator
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority.City is entitled to rely on any current executed Form until it receives a revised Form that has been
properly executed by Operator.
1. Name:Thomas J.Harris
Position:SFr orVice President
Signature
2, Name:
Position:
Signature
3. Name:
Position:
Signature
Name: ch a ny
Signature of resident/C&
Other Title: f
Date:
Property Management Agreement Between
The City of Fort Worth and
Hillwood Alliance Services,LLC Page 20 of 20
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENn .. i
DATE: 9/14/20.21 REFERENCE**M&C 21- LOG NAME:55AFW AIR TRAFFIC CONTROL
NO,: 0683 MANAGEMENT AGREEMENT
CODE: C TYPE: CONSENT PU BLIC NO
HEARING:
SUBJECT: (CD 7)Authorize Execution of a Property Management Agreement with Hillwood Alliance
Services, LLC, in an Amount Not to Exceed $150,000.00 Annually for the Management of
the Air Traffic Control Tower Facility at Fort Worth Alliance Airport
RECOMMENDATION:
It is recommended that the City Council authorize the execution of a property management
agreement with Hillwood Alliance Services, LLC, in an amount not to exceed $150,000.00 annually
for the management of the Air Traffic Control Tower Facility at Fort Worth Alliance Airport.
DISCUSSION:
The 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 was the responsibility of staff at the Aviation
Department to respond to any maintenance needs for the ATC since the construction of the facility in
the 1990's. In June of 2014, the City agreed that with the continued growth of Meacham Airport it had
become increasingly difficult to respond to maintenance issues in a timely manner, especially after
hours. Hillwood Alliance Services, LLC (Hillwood) is already located at Alliance Airport and equipped
with on-site maintenance staff, therefore capable of handling maintenance request and capital
improvement needs in a more efficient manner.
On or about June 9, 2014, the City and Hillwood entered into City Secretary Contract (CSC)
No. 45657, an agreement for the management and maintenance of the FAA Air Traffic Control Tower
located at Alliance. Under this agreement, Hillwood performs general maintenance tasks that include
but are not limited to heating, ventilationlair conditioning repairs, landscaping/tree maintenance,
plumbing, electrical, elevator maintenance, minor roof repairs and trash removal. The cost for
services was estimated to be up to $65,000.00 annually. Because Hillwood has maintenance staff at
their facilities, response times to maintenance issues are improved, especially after hours and
weekends. Hillwood also provides project oversight for the City when capital improvements are
needed for the facility. This agreement expired on September 30, 2018 and is currently within its first
five-year renewal period, which expires on September 30, 2023.
On October 1, 2019, the City entered into CSC 55352, a new lease agreement with the FAA for the
Air Traffic Control Tower at Alliance. CSC 55352 updates the terms and conditions of the FAA ATC
lease agreement, which includes an updated budget and schedule for operating expenses and capital
improvements. Annual revenue generated from the new lease agreement will be One Hundred Fifty-
Four Thousand Seven Hundred Twenty-Eight Dollars ($154,728.00). Due to the updates in the FAA
ATC lease agreement, staff now recommends terminating CSC 45657 and enter into a new
management agreement with Hillwood to reflect the new budget not to exceed $150,000.00 annually.
Hillwood will continue to provide the same level of service and to perform all tasks as in the original
agreement. In addition, the new management agreement will include a more expanded scope of
services to include an updated projected budget for operating expenses, projected capital
improvement budget, oversight of construction projects and revised schedule for submission of
invoices. This new management agreement will commence the beginning of Fiscal Year(FY) 2022
and the annual amount is included in the budget for FY2022. The intial term of the new agreement
will expire on December 31, 2021 and the City will have the option to renew this agreement for up to
five (5), one (1) year renewal terms.
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.
FISCAL INFORMATIONICERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and adoption of
the Fiscal Year 2022 Budget by the City Council,funds will be available in the Fiscal Year 2022
operating budget, as appropriated, in the Municipal Airports Fund. Prior to an expenditure being
incurred, the Aviation Department has the responsibility to validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
I❑ ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID I ID I I Year Chartfield 2
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Roger Venables (6334)
Additional Information Contact: Ricardo Barcelo (5403)
ATTACHMENTS
ATC Tower Location Map.pdf