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HomeMy WebLinkAbout2014/11/11-Agenda-AllianceAirport Authority (AAA) ALLIANCEAIRPORT AUTHORITY, INC. Agenda Tuesday,November 11,2014 Immediately following the Legislative and Intergovernmental Affairs Committee Meeting Scheduled to Begin at 1:00 PM Pre-Council Chamber, Second Floor,City Hall 1000 Throckmorton Street,Fort Worth,Texas 76102 Board of Directors Jungus Jordan,President Kelly Allen Gray,Director Dennis Shingleton,Director Salvador Espino,Vice President Gyna M.Bivens,Director Danny Scarth,Director Ann Zadeh,Director Betsy Price,Director Zim Zimmerman,Director I. Call to Order II. Approve Minutes of June 10,2014 Meeting III. Executive Session—The Board of Directors of A1lianceAirport Authority,Inc.will conduct a closed meeting to: A. Seek the advice of its attorneys concerning (i)In re AMR Corporation, et al., United States Bankruptcy Court for the Southern District of New York, Case Number 11- 15463, or(ii)any current agenda item,which are exempt from public disclosure under Article X, Section 9 of the Texas State Bar Rules,as authorized by section 551.071 of the Texas Government Code; B. Discuss the purchase, sale, lease or value of real property, as authorized by Section 551.072 of the Texas Government Code. Deliberation in an open meeting would have a detrimental effect on the position of the Corporation in negotiations with a third party; and C. Discuss or deliberate negotiations relating to any economic development negotiations, as authorized by Section 551.087 of the Texas Government Code. IV. Adopt Resolution Authorizing Amendment to Extend the Term of Master Agreement for Consulting Services with Hillwood Alliance Services, LLC for an Amount not to Exceed $56,250.00 for Operational Transition of the Former American Airlines Maintenance Center at Alliance Airport V. Adopt Resolution Authorizing Certain Facility Upgrades for Former American Airlines Maintenance Center at Alliance Airport in an Amount not to Exceed $700,000.00 and Authorizing Execution of Documents Necessary to Implement Such Work VL Adopt Resolution Appointing Susan Alanis,Jesus Chapa and Fernando Costa as Assistant Treasurers VIL Adjourn Fort Worth City Hall and the Pre-Council Chamber is wheelchair accessible. Persons with disabilities who plan to attend this meeting and who may need accommodations, auxiliary aids, or services such as interpreters, readers, or large print are requested to contact the City's ADA Coordinator at (817) 392-8552 or e-mail ADA(a,FortWorthTexas.gov at least 48 hours prior to the meeting so that appropriate arrangements can be made. If the City does not receive notification at least 48 hours prior to the meeting, the City will make a reasonable attempt to provide the necessary accommodations. CITY OF FORT WORTH,TEXAS CITY COUNCIL ALLIANCEAIRPORT AUTHORITY,INC. JUNE 10,2014 Present: President Jungus Jordan Vice President Salvador Espino Director W.B. "Zim"Zimmerman Director Danny Scarth Director Gyna Bivens Director Dennis Shingleton Director Betsy Price Director Kelly Allen Gray Absent: Director Joel Burns City Staff: Peter Vaky, Deputy City Attorney Jay Chapa, Director, Housing & Economic Development Department Sarah Fullenwider, City Attorney Mary J. Kayser, City Secretary Gerald Pruitt, Deputy City Attorney Christopher Mosley, Senior Assistant City Attorney Leann Guzman, Senior Assistant City Attorney L Call to Order With a quorum of the directors present, President Jordan called the meeting to order for the Board of Directors of the AllianceAirport Authority, Inc., at 5:04 p.m. on Tuesday, June 10, 2014, in the Pre-Council Chamber of the Fort Worth Municipal Building, 1000 Throckmorton Street, Fort Worth, Texas,with Director Burns absent. II. Approve Minutes of April 22, 2014 Meeting President Jordan opened the floor for a motion on the approval of the minutes. Motion was made by Director Shingleton and seconded by Director Scarth to approve the minutes of the April 22, 2014, AllianceAirport Authority, Inc., meeting. Motion carried unanimously 8 ayes 0 nays,with Director Burns absent. III. Executive Session In accordance with Chapter 551 of the Texas Government Code, President Jordan and the Directors of the AllianceAirport Authority, Inc., convened into Executive Session at 5:05 p.m. on Tuesday, June 10, 2014, in the Pre-Council Chamber of the Fort Worth City Hall, 1000 Throckmorton Street, Fort Worth, Texas 76102, in order to: CITY OF FORT WORTH,TEXAS ALLIANCEAIRPORT AUTHORITY,INC. JUNE 10, 2014 Page 2 of 3 A. Seek the advice of its attorneys concerning the following pending or contemplated litigation or other matters that are exempt from public disclosure under Article X, Section 9 of the Texas Bar Rules, as unauthorized by Section 551.071 of the Texas Government Code: (i) In re AMR Corporation, et al., United States Bankruptcy Court for the Southern District of New York, Case Number 11-15463; and (ii) Legal issues concerning any item listed on the agenda. B. Discuss the purchase, sale, lease or value of real property, as authorized by Section 551.072 of the Texas Government Code. Deliberation in an open meeting would have a detrimental effect on the position of the Corporation in negotiations with a third party; and C. Discuss or deliberate negotiations relating to any economic development negotiations, as authorized by Section 551.087 of the Texas Government Code. President Jordan adjourned the Executive Session at 5:17 p.m., on Tuesday, June 10, 2014. President Jordan reconvened the regular session of the AllianceAirport Authority, Inc., at 5:17 p.m., on Tuesday, June 10, 2014. IV. American Airlines,Inc. Maintenance Facility Leasehold at Alliance Airport: A.Adopt Resolution Authorizing Execution of Agreement with American Airlines, Inc. Regarding Consensual Rejection of Lease Agreement dated March 1, 1990 by and between AllianceAirport Authority, Inc. and American Airlines, Inc., and Related Matters B.Authorize Execution of Lease Agreement between AllianceAirport, Authority, Inc. and Texas Aero Engine Services, L.L.C. (TAESL) for Approximately 444,000 Square Feet of Hangar Space on American Airlines Maintenance Facility Site C.Adopt Resolution Authorizing Execution of a Transition Services Agreement with American Airlines, Inc., Regarding Transfer of Operational Control of American Airlines Maintenance Facility to AllianceAirport Authority, Inc. D.Adopt Resolution Authorizing Execution of First Amendment to Declaration of Convenants and Restrictions Related to Leased Premises under Lease Agreement dated March 1, 1990 by and between AllianceAirport Authority, Inc. and American Airlines, Inc. E. Authorize Execution of Consent to Assignment of Construction and Lease Agreement Between American Airlines, Inc. and Texas Utilities Electric Company and its Successors, as Previously Amended and Assigned, related to Provision of Electricity Services on American Airlines Maintenance Facility Site CITY OF FORT WORTH,TEXAS ALLIANCEAIRPORT AUTHORITY,INC. JUNE 10,2014 Page 3 of 3 F. Adopt Resolution Authorizing Execution of Miscellaneous Documents Necessary to Protect the Interests of AllianceAirport Authority, Inc. or the City of Fort Worth in the Proceedings Styled In re AMR Corporation, et al., United States Bankruptcy Court for the Southern District of New York, Case Number 11-15463 or Related to Operations, Leasing and Maintenance of American Airlines Maintenance Facility Motion was made by Director Zimmerman and seconded by Director Bivens to adopt the following resolutions: - Resolution No. AAA-2014-01, Authorizing Execution of Agreement with American Airlines, Inc. Regarding Consensual Rejection of Lease Agreement dated March 1, 1990 by and between AllianceAirport Authority, Inc. and American Airlines, Inc., and Related Matters - Resolution No. AAA-2014-02, Authorizing Execution of a Transition Services Agreement with American Airlines, Inc., Regarding Transfer of Operational Control of American Airlines Maintenance Facility to AllianceAirport Authority, Inc. - Resolution No. AAA-2014-03, Authorizing Execution of First Amendment to Declaration of Convenants and Restrictions Related to Leased Premises under Lease Agreement dated March 1, 1990 by and between AllianceAirport Authority, Inc. and American Airlines, Inc. - Resolution No. AAA-2014-04, Authorizing Execution of Miscellaneous Documents Necessary to Protect the Interests of AllianceAirport Authority, Inc. or the City of Fort Worth in the Proceedings Styled In re AMR Corporation, et al., United States Bankruptcy Court for the Southern District of New York, Case Number 11-15463 or Related to Operations, Leasing and Maintenance of American Airlines Maintenance Facility Motion carried unanimously 8 ayes 0 nays,with Director Burns absent. V. Adiourn With no further business before the Corporation Board, President Jordan adjourned the meeting of the AllianceAirport Authority, Inc., at 5:24 p.m. on Tuesday, June 10, 2014. These minutes approved by the AllianceAirport Authority, Inc., on the day of , 2014. APPROVED: Jungus Jordan, President Minutes Prepared by and Attest: Mary J. Kayser, TRMC/MMC Secretary to the Corporation Board ALLIANCEAIRPORT No: 2014- AUTHORITY, INC. RESOLUTION Date: 11-11-14 Authorizing Amendment to Extend the Term of Master Agreement for Consulting Services with Hillwood Alliance Services, LLC WHEREAS, AllianceAirport Authority, Inc. (the "Corporation") is an industrial development corporation created in 1989 to benefit the City of Fort Worth and to, among other things, issue bonds to promote and develop new and expanded business enterprises in the City of Fort Worth (the "Efty"), to promote and encourage employment, and otherwise to benefit the public welfare in accordance with the Development Corporation Act of 1979, as amended; and WHEREAS, pursuant to the Corporation's lawful authority and in accordance with the Corporation's stated purpose, as reflected in its Articles of Incorporation, the Corporation owns the American Airlines, Inc. ("American") maintenance facility adjacent to Fort Worth Alliance Airport and issued bonds to finance construction of that facility (the "Maintenance Facility"); and WHEREAS, American has leased the Maintenance Facility from the Corporation under that certain real property Lease Agreement between the Corporation and American dated as of March 1, 1990 (the"Facility"); and WHEREAS, on November 29, 2011 American and AMR Corporation, and certain of their subsidiaries, as debtors and debtors in possession, filed for relief under Chapter 11, Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York(In re AMR Corporation, et al., Case No. 11-15643) (the "AMR Bankruptcy"); and WHEREAS, as part of the resolution of the AMR Bankruptcy, on July 2, 2014 the Corporation, the City and American entered into that certain Agreement on Rejection and Related Matters under which American, with the Corporation's and the City's consent, will reject the Facility Lease effective as of the later of(i) January 31, 2015; (ii) the date as of which the AMR Bankruptcy judge's approval of such agreement becomes a final order; and (iii) the date as of which the Corporation has received all operating permits required by applicable law for operation of the Maintenance Facility; and WHEREAS, in order to provide a smooth transition in operational control of the Maintenance Facility from American to the Corporation, pursuant to the authorization set forth in Corporation Resolution No. 2012-002, on May 1, 2014 the Corporation entered into that certain Master Agreement for Consulting Services (the "Consulting Agreement") with Hillwood Alliance Services, LLC ("Hillwood") to assist the Corporation in the operational transition of the Maintenance Facility from American to the Authority, at the rate of $250.00 per hour, not to exceed 75 hours in any given month, and for a term expiring October 31, 2014; and WHEREAS, the Corporation wishes to amend the Consulting Agreement to extend the expiration date of its term to January 31, 2015, which will coincide with the expected effective date of American's rejection of the Facility Lease, and to continue assisting the Corporation in the development of a capital expenditure plan necessary to bring the Maintenance Facility to a reasonable level of operating standards to and to further implement a marketing and leasing plan for the Maintenance Facility; NOW, THEREFORE, BE IT RESOLVED that the Board of Directors hereby expressly authorizes the City Manager or his designee to execute an amendment to the Consulting Agreement to extend the expiration date of its term to January 31, 2015 and for Hillwood to continue providing appropriate consulting services, as requested by the Corporation and its administrative staff and outlined in the existing Scope of Work attached to the Consulting Agreement, at the same rate of$250.00 per hour, not to exceed 75 hours in any given month; FURTHER RESOLVED, that the Secretary of the Corporation is hereby authorized and directed to certify the adoption of this Resolution. Adopted this 1 lth day of November, 2014. By: Ron Gonzales Secretary ALLIANCEAIRPORT No: 2014- AUTHORITY, INC. RESOLUTION Date: 11-11-14 Authorizing Certain Facility Upgrades for Former American Airlines Maintenance Facility at Alliance Airport in an Amount Not to Exceed 5700,000.00 and Authorizing Execution of Documents Necessary to Implement Such Work WHEREAS, AllianceAirport Authority, Inc. (the "Corporation") is an industrial development corporation created in 1989 to benefit the City of Fort Worth and to, among other things, issue bonds to promote and develop new and expanded business enterprises in the City of Fort Worth (the "Cily"), to promote and encourage employment, and otherwise to benefit the public welfare in accordance with the Development Corporation Act of 1979, as amended; and WHEREAS, pursuant to the Corporation's lawful authority and in accordance with the Corporation's stated purpose, as reflected in its Articles of Incorporation, the Corporation owns the American Airlines, Inc. ("American") maintenance facility adjacent to Fort Worth Alliance Airport and issued bonds to finance construction of that facility (the "Maintenance Facility"); and WHEREAS, American has leased the Maintenance Facility from the Corporation under that certain real property Lease Agreement between the Corporation and American dated as of March 1, 1990 (the"Facility"); and WHEREAS, on November 29, 2011 American and AMR Corporation, and certain of their subsidiaries, as debtors and debtors in possession, filed for relief under Chapter 11, Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York(In re AMR Corporation, et al., Case No. 11-15643) (the "AMR Bankruptcy"); and WHEREAS, as part of the resolution of the AMR Bankruptcy, on July 2, 2014 the Corporation, the City and American entered into that certain Agreement on Rejection and Related Matters under which American, with the Corporation's and the City's consent, will reject the Facility Lease effective as of the later of(i) January 31, 2015; (ii) the date as of which the AMR Bankruptcy judge's approval of such agreement becomes a final order; and (iii) the date as of which the Corporation has received all operating permits required by applicable law for operation of the Maintenance Facility; and WHEREAS, in order to provide a smooth transition in operational control of the Maintenance Facility from American to the Corporation, pursuant to the authorization set forth in Corporation Resolution No. 2012-002, on May 1, 2014 the Corporation entered into that certain Master Agreement for Consulting Services, as amended (the "Consulting Agreement"), with Hillwood Alliance Services, LLC ("Hillwood") to assist the Corporation in the operational transition of the Maintenance Facility from American to the Authority; and WHEREAS, in accordance with the Consulting Agreement, Hillwood has developed a capital expenditure plan that includes costs necessary to bring the Maintenance Facility premises to a reasonable level of operating standards that the Corporation and Hillwood believe is necessary for successful implementation of a marketing and leasing plan for the Maintenance Facility premises; and WHEREAS, Hillwood and the Corporation's administrative staff have identified certain necessary improvements to and work on the Maintenance Facility premises that are most critically needed, along with the estimated cost of completing such improvements and work, as follows (the"Facilities Improvement Plan"): • Central Utility Plant $ 9,000.00 • Maintenance Building $ 84,750.00 • Hangar Building $126,250.00 • Structures Building $174,700.00 • Warehouse Building $165,000.00 • Other Buildings/Structures $ 56,600.00 • Fuel Farm Testing $ 35,000.00 • Contingency $ 32,565.00 NOW, THEREFORE, BE IT RESOLVED that the Board of Directors hereby expressly authorizes the City Manager or his designee to execute all such documents as necessary to implement the Facilities Improvement Plan, at a total cost not to exceed $700,000.00 in the aggregate; FURTHER RESOLVED, that the Secretary of the Corporation is hereby authorized and directed to certify the adoption of this Resolution. Adopted this I Ith day of November, 2014. By: Ron Gonzales Secretary ALLIANCEAIRPORT No: 2014- AUTHORITY, INC. RESOLUTION Date: 11-11-14 Appointing Susan Alanis, Jesus Chapa and Fernando Costa as Assistant Treasurers WHEREAS, AllianceAirport Authority, Inc. (the "Corporation") is an industrial development corporation created in 1989 to benefit the City of Fort Worth and to, among other things, issue bonds to promote and develop new and expanded business enterprises in the City of Fort Worth (the "Efty"), to promote and encourage employment, and otherwise to benefit the public welfare in accordance with the Development Corporation Act of 1979, as amended; and WHEREAS, Section 5.03 of the Corporation's bylaws provides that all checks or demands for money and notes of the Corporation must be signed by at least one officer of the Corporation and any other person or persons designated by the Corporation's Board of Directors (the"Board"); and WHEREAS, in addition to the President, Vice President, Secretary and Treasurer, Section 4.04 of the Corporation's bylaws authorizes the Board to appoint such other officers and agents to perform duties as determined from time to time by the Board; and WHEREAS, in order to more easily facilitate the management of the Corporation's affairs, the Board wishes to appoint Susan Alanis, Jesus Chapa and Fernando Costa to the office of Assistant Treasurer for purposes of signing all checks of the Corporation and any other instruments in accordance with the provisions of Section 5.03 of the Corporation's bylaws; NOW, THEREFORE, BE IT RESOLVED that the Board of Directors hereby appoints Susan Alanis, Jesus Chapa and Fernando Costa to the office of Assistant Treasurer, each serving in that capacity until the earlier of(i) the date as of which he or she no longer is employed by the City of Fort Worth or(ii) the date as of any successor is appointed by the Board to such office. FURTHER RESOLVED, that the Secretary of the Corporation is hereby authorized and directed to certify the adoption of this Resolution. Adopted this 1 lth day of November, 2014. By: Ron Gonzales Secretary