HomeMy WebLinkAbout2014/12/09-Agenda-AllianceAirport Authority (AAA) ALLIANCEAIRPORT AUTHORITY,INC.
Agenda
Tuesday,December 9,2014
Immediately Following the Central City Local Government Corporation Meeting,Scheduled to Begin Immediately
Following
the Infrastructure Transportation Committee Meeting Scheduled to Begin atI:00 p.m.
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
IL Approve Minutes of November 11,2014 Meeting
III. Executive Session—The Board of Directors of AllianceAirport Authority,Inc.will conduct a closed
meeting to:
A. Seek the advice of its attorneys concerning the following items that 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:
1. In re AMR Corporation, et al., United States Bankruptcy Court for the
Southern District of New York,Case Number 11-15463;
2. Legal issues related to the operation of the American Airlines Maintenance
Facility at Alliance Airport; and
3. Legal issues related to any current agenda items;
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. Authorize Execution of Lease Agreement with Texas Aero Engine Services, L.L.C. (TAESL) for
Approximately 444,000 Square Feet of Hangar Space on American Airlines Maintenance Facility
Site
V. Adjourn
Fort Worth City Hall and the Pre-Council Chamber are 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.2ov 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.
NOVEMBER 11,2014
Present:
President Jungus Jordan
Vice President Salvador Espino
Director W.B. "Zim"Zimmerman
Director Danny Scarth
Director Gyna Bivens
Director Dennis Shingleton
Director Kelly Allen Gray (Arrived at 1:27 p.m.)
Director Ann Zadeh (Arrived at 1:27 p.m.)
Absent:
Director Betsy Price
City Staff:
Peter Vaky, Deputy City Attorney
Jay Chapa, Director, Housing& Economic Development Department
Ronald P. Gonzales,Assistant City Secretary
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 1:25 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 Price absent and with Directors Allen
Gray and Zadeh temporarily 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 Zimmerman to approve the
minutes of the June 10, 2014, AllianceAirport Authority, Inc., meeting. Motion carried
unanimously 8 ayes 0 nays, with Director Price absent and Directors Allen Gray and Zadeh
temporarily 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 1:26 p.m. on
Tuesday, November 11, 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.
NOVEMBER 11,2014
Page 2 of 3
(Directors Allen Gray and Zadeh assumed their placed at the table.)
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 Bar Rules, as
unauthorized 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.
President Jordan adjourned the Executive Session at 1:47 p.m., on Tuesday,November 11, 2014.
President Jordan reconvened the regular session of the AllianceAirport Authority, Inc., at
1:48 p.m., on Tuesday,November 11, 2014.
Mr. Jay Chapa, Director, Housing and Economic Development Department, advised the directors
that agenda items IV and V were related resolutions and action could be taken by one motion.
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
Mr. Chapa presented a PowerPoint briefing titled, "Property Consultant Agreement and Alliance
Fort Worth Maintenance Facility Improvements". There was no discussion on these items.
Motion was made by Director Singleton and seconded by Director Bivens to adopt the following
resolutions:
- Resolution No. AAA-2014-05, 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
- Resolution No. AAA-2014-06, 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
CITY OF FORT WORTH,TEXAS
ALLIANCEAIRPORT AUTHORITY,INC.
NOVEMBER 11,2014
Page 3 of 3
Motion carried unanimously 8 ayes 0 nays,with Director Price absent.
VL Adopt Resolution Appointing Susan Alanis, Jesus Chapa and Fernando Costa as
Treasurers
There was no discussion on this item.
Motion was made by Director Singleton and seconded by Director Bivens to adopt Resolution
No. AAA-2014-07 Appointing Susan Alanis, Jesus Chapa and Fernando Costa as Treasurers.
The motion carried 8 ayes to I nays,with Director Price absent.
With no further business before the Corporation Board, President Jordan adjourned the meeting
of the AllianceAirport Authority, Inc., at 1:58 p.m. on Tuesday,November 11, 2014.
These minutes approved by the A1lianceAirport Authority, Inc., on the day of ,
2014.
APPROVED:
Jungus Jordan, President
Minutes Prepared by and Attest:
Ronald P. Gonzales, TRMC/CMC
Secretary to the Corporation Board
ALLIANCEAIRPORT
No: 2014-
AUTHORITY, INC.
RESOLUTION Date: 12-09-14
Authorizing Execution of Lease Agreement
by and between AllianceAirport Authority,Inc. and
Texas Aero Engine Services,L.L.C. (TAESL) or an Affiliate
and Any Other Necessary Related Documents
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, 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 "Facili , Lease"); and
WHEREAS, Texas Aero Engine Services, L.L.C. ("TAESL") currently subleases
approximately 444,000 square feet of space within the Maintenance Facility (the "TAESL
Premises") from American; 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 I I
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, the Corporation and
American have negotiated terms and conditions under which American, with the Corporation's
consent, will reject the Facility Lease, which will also result in termination of American's
sublease with TAESL; and
WHEREAS, the Corporation and TAESL wish to enter into a Lease Agreement under
which TAESL may continue to occupy and use the TAESL Premises, with the Corporation as
landlord; and
WHEREAS, on June 12, 2012 the Corporation's Board of Directors adopted Corporation
Resolution No. 2012-002, authorizing the City Manager of the City of Fort Worth or his
designee to execute any documents related to the AMR Bankruptcy that the City Manager or his
designee believes, in his or her professional judgment, that such agreements or other documents
are necessary to protect the interests of the Corporation;
NOW, THEREFORE, BE IT RESOLVED that the Board of Directors hereby
expressly authorizes the City Manager or his designee to execute a Lease Agreement by and
between the Corporation and TAESL that is consistent with the terms and conditions set forth in
Attachment 1 of this Resolution and any other necessary documents related thereto;
FURTHER RESOLVED,that the Secretary of the Corporation is hereby authorized and
directed to certify the adoption of this Resolution.
Adopted this 9th day of December, 2014.
By:
Ron Gonzales
Secretary
ATTACHMENT 1
Term Sheet
Lease for Texas Aero Engine Services, L.L.C. (TAESL)
Premises Premises (444,000 sq.ft.) located on the Alliance Fort Worth Airport ("Airport"), as
outlined on the site map attached as Exhibit A. Alliance Airport Authority ("Authority" or
"Landlord") is the current landlord of the Airport.
Term& Base Rent: 2 year term (ends January 31, 2018) @ $5.50 p/sq.ft. $203,500 per month rent
($2,442,000 annual), escalating at 3.5% per annum with four 2-year options. Lease will
have the following conditions:
- Tenant must give Landlord written notice of its intent to Terminate no later than
the start of Month 12 of the Lease Term;
Equipment: Equipment under the current Equipment Lease being used by TAESL to be purchased by
TAESL from Authority for$1.5 million.
TAESL Services: TAESL to contract directly and provide all services and maintenance associated with the
Premises being leased including phone, internet,janitorial, trash removal,
extermination, security, and building maintenance, excluding only those services and
maintenance responsibilities of Authority(and its subcontractors) as provided for under
Landlord Services and Facilities and in connection with the fuel farm.TAESL will
maintain the Premises in a manner that will ensure the buildings and systems are in
good working order, including ensuring all pertinent inspections and certifications are
kept up to date. [TD Industries is in process of providing more detailed minimum
operating standards]
Landlord Services and Facilities:
February 1, 2015 through lease term:
• Authority will provide Landlord Services and Facilities through subcontracts with
third party providers consistent with Exhibit B attached hereto.
Other Facilities: As consideration for the use of the Other Facilities,TAESL will pay additional rent of
$10,000 per month. Other Facilities include the communications room in the
warehouse, the lightning detection system,the fire monitoring and protection systems,
the HVAC control system, the electronic warning system, and the hazardous waste
building.
• TAESL's equipment in the communications room will be for the exclusive use of
TAESL.TAESL will be responsible for controlling access to and maintaining all
equipment within the communications room.To the extent that HVAC controls can
be monitored within the TAESL premises or within the communications room,TAESL
will be responsible for maintaining required temperatures of the communications
room. If HVAC controls can only be monitored from centralized controllers within
the CUP,then the Authority will maintain required temperatures, as prescribed by
TAESL.
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• TAESL will have exclusive use of a portion of the Controlled material Storage
Building and the Hazardous Waste Building, in accordance with Exhibit_. [After
Lance determines how much space they need, we need to outline in an exhibit and
probably estimate the square footage] In addition,TAESL will have access to
transport hazardous waste within a specified corridor between the TAESL premises
and the hazardous waste building.TAESL will keep detailed records of materials
transported to and maintained within the hazardous waste building, including the
date of transport,type of waste, amount of waste and other pertinent information.
The detailed records are subject to audit by the Authority with 24 hours notice.
Furthermore,TAESL provides a comprehensive indemnification to the Authority for
any liability arising from the transport and storage of TAESL's hazardous waste.
• Authority will provide TAESL with access to the east parking lot at no cost to TAESL.
TAESL will have exclusive access to the parking lot, pending a new base tenant
requiring access to the lot. In that situation, Authority and TAESL will work to
determine an appropriate allocation of the parking lot's spaces. All costs of fencing,
maintenance, or upgrades to the east parking lot will be borne solely by TAESL.
Insurance:
• TAESL to provide at its own expense liability and property insurance consistent with
past practices with respect to its operations and the Premises, with Authority
named Additional Insured and Loss Payee as appropriate.
• Proceeds of fire and casualty applicable to the Premises will be available, in
circumstances to be negotiated, for repair and replacement.
• Authority will maintain and will cause its subcontractors to maintain commercially
reasonable insurance coverages in connection with Landlord Services and Facilities
with TAESL and its affiliates named as additional insureds. Authority's insurance
costs will be passed through to TAESL.
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EXHIBIT A
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EXHIBIT B
LANDLORD SERVICES AND FACILITIES
Direct Utilities
• Direct utilities to be comprised of
o Electricity at existing capacity for lighting and operation of equipment or machines requiring electrical
consumption,
o Domestic water at existing capacity for lavatory,toilet and other purposes,
o Natural Gas at existing capacity, and
o Outgoing waste water from non-industrial sources including, but not limited to, lavatory sinks, hand
washing sinks, drinking fountains, lavatory drains, kitchen sinks, and toilets.
• TAESL will reimburse Authority for TAESL's actual usage of such utilities based upon Landlord's contract price
with the applicable utility company, including all taxes, fees and charges billed by the utility company, without
additional mark-up by the Authority.TAESL's actual usage will be measured by sub-meters, currently existing or
to be installed at the sole cost of TAESL.The meters will be read by the Authority, or its subcontractors, on a
monthly basis.TAESL will pay the invoice for its pro-rata share of direct utilities within 15 days of receipt.
• Authority, directly or through its subcontractor, will maintain all equipment necessary to deliver direct utilities
to TAESL, including electrical transformers and other equipment.TAESL will pay for all costs incurred to maintain
equipment utilized solely by TAESL. Costs incurred to maintain shared utility equipment will be allocated in
accordance with CUP services, as specified below.
Central Utility Plant("CUP")
• CUP Utilities provided through the CUP include
o Steam,
o Chilled water, and
o Compressed Air.
• Authority will be responsible for maintenance, operation and compliance of the CUP; however,the CUP may be
operated and managed by a qualified operator/manager subcontracted by Authority.
• TAESL will pay Authority for CUP Utilities utilized by TAESL based on TAESL's pro-rata usage, . Because the CUP
minimum operating load is greater than TAESL's expected usage, the Authority expects a significant waste factor
to occur.This excess load factor is mathematically defined as the difference between the total CUP output and
the sum of the sub-meters to which utilities are distributed. For purposes of determining cost allocations to
TAESL,TAESL's pro-rata usage will be calculated as the sum of TAESL's sub-meter reading plus the excess load
factor.The excess load factor will not include utilities distributed to buildings outside of the TAESL Premises.
• The total operating costs of the CUP will be determined and the percentage of the total cost attributable to each
CUP Utility (steam, chilled water and compressed air)will be calculated accordingly. Such costs include, without
limitation: Salary/Benefit of employees operating the CUP as well as administrative overhead, costs of input
(Natural Gas, Electricity,Water) needed to operate the CUP, costs of materials and maintenance costs for CUP,
and other reasonable and normal costs associated with operating the CUP (i.e. license costs, supplies,
equipment rental).
• Authority, directly or through its subcontracted CUP operator, will be responsible for collecting the meter
readings for each utility component (steam, chilled water, and compressed air)for the Base, including the
Premises. TAESL will pay its pro-rata share of the cost of each utility as follows:
o TAESL Steam = (TAESL Pro-Rats Steam usage/Total Steam creation)x Total costs attributed to Steam
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o TAESL Chilled Water= (TAESL Pro-Rats Chilled Water usage/Total Chilled Water creation)x Total costs
attributed to Chilled Water
o TAESL Compressed Air= (TAESL Pro-Rats Compressed Air usage/Total Compressed Air creation)x Total
costs attributed to Compressed Air
• TAESL will also pay its pro-rata share of a capital reserve calculated as$0.02 per KWH utilized by the base,
including direct electricity utilized by TAESL and other base tenants.TAESL's pro-rata share will be calculated as
the weighted-average sum of TAESL's pro-rata Steam, Chilled Water and Compressed Air usages.The Authority
may expend the capital reserve on needed capital repairs, replacement or maintenance, based on its sole
discretion.
Industrial Waste Water Treatment Facility("IWWTF")
• Authority will be responsible for maintenance, operation, and compliance of IWWTF, however,the IWWTF may
be operated and services provided by a qualified operator/manager subcontracted by Authority.
• IWWTF collects and processes wastewater,generates Reverse Osmosis (RO)water and distributes treated water
to the Base ("Uplift Services").
o Authority directly, or through its designated IWWTF operator,will be responsible for collecting the uplift
(wastewater) meter readings for the Base, including the buildings leased by TAESL.
o Authority will maintain TAESL's lift station ("Lift Station") and all pipes connecting the IWWTF to such
Lift Station .TAESL will be solely responsible for reimbursing Authority for the cost of maintaining the
Lift Station.
o TAESL will have the obligation to sample industrial wastewater transported through the Lift Station.
• Landlord may provide certain industrial wastewater batch treatment services ("Batch Services") consistent with
TAESL's historical practice, including sampling and cleaning.
• TAESL will have right to access and use the chemical and water analysis laboratory located in the IWWTF,
including the equipment. [DISCUSS PARAMETERS]
• TAESL will pay Authority for IWWTF services based on TAESL's pro-rata usage. Because the IWWTF is not subject
to the same minimum load restrictions as the CUP, Authority does not anticipate a significant excess load factor
related to IWWTF activities. As such,TAESL's pro-rata usage will be equal to the TAESL uplift meter reading.
• The total cost of operating the IWWTF will be determined and include: Salary/Benefit of employees operating
the IWWTF as well as administrative overhead, costs of input (Natural Gas, Electricity, Water) needed to operate
the IWWTF, costs of materials and maintenance costs for IWWTF and other normal costs associated with
operating a IWWTF (i.e. license costs, supplies, equipment rental, chemicals).
• TAESL will pay its pro-rata share of the cost of each service as follows:
o Uplift Services= (TAESL Uplift Services usage/Total Uplift Services usage)x (Total IWWTF costs less
Batch Services payments from TAESL)
o Batch Services=$10,000/batch
• TAESL's combined annual allocations of costs resulting from CUP and IWWTF services will be capped at$7.0
million in the first twelve (12) months of the lease.The cap will be increased by 3% annually in each subsequent
year.
Fuel Farm
• Authority has determined it will cost approximately$30,000 to perform necessary pressure testing on the Fuel
Farm system and underground piping connecting TAESL to the Fuel Farm. Authority and TAESL will each pay 50%
of this cost. Pending the outcome of the testing and completion of needed repairs,Authority will be responsible
for the piping through the property leading up to the TAESL fuel meter.
• Authority will be responsible for maintenance, operation and compliance of the Fuel Farm.
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• Authority will provide TAESL, directly or through Authority's subcontractor, fuel storage in and fuel services from
the Fuel Farm.TAESL will pay Authority an into-plane rate of$.45 per gallon of fuel for a minimum of 60,000
gallons of fuel per month plus the then cost per gallon of the fuel paid by TAESL to supplier. .....
• Authority's obligation to provide Fuel Farm services to TAESL will expire one year from the effective date of the
lease, but may be extended in one-year increments through the term of the lease. Notice of extension must be
mutually agreed upon within one-hundred and eighty(180) days of the expiration date.
Other Services
• Authority, directly or through its subcontractor, will provide the following services at TAESL's cost:
o Maintenance and operation of the lightning detection system,
o Maintenance of fire monitoring network and a fire suppression network up to the walls of TAESL's
turbine engine overhaul building,
o Real-time monitoring and reporting of the temperatures of the tanks located in the three parts-clean
areas ("Chemical Tanks"), and
o Real-time monitoring and reporting of the Chemical Tanks' water levels. [Per Lance,TAESL is working on
a plan that will allow TAESL to independently monitor their chemical tanks; so two of these bullets may
not be necessary.]
• Authority, directly or through its subcontractor, will attend training specifically related to the emergency
response system for the water levels in the Chemical Tanks, at TAESL's sole cost.
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