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HomeMy WebLinkAboutContract 20993 CITY SECRETARY CONTRACT NO AIRPORT IMPROVEMENT PROJECT DEVELOPMENT AGREEMENT This Airport Improvement Project Development Agreement (the "Agreement") is executed between ALLIANCE AIR MANAGEMENT, LTD., a Texas limited partnership, having an office at 2250 Alliance Boulevard, Fort Worth, Texas 76177 ("Manager") and the CITY OF FORT WORTH TEXAS, a municipal corporation organized and existing under the laws of the State of Texas, and having its principal office at 1000 Throckmorton Street, Fort Worth, Texas 76102 (the "CLty")to be effective as of the M day of_- 1, 1995. mgl WHEREAS, Alliance Air Services, Inc. and the City entered into that certain "Management Agreement between the City of Fort Worth and Alliance Air Services, Inc. for the Management, Operation, and Maintenance of Fort Worth Alliance Airport" dated December 15, 1993,under City Secretary Contract No. 20060 (the "Management Agreement"); WHEREAS, Alliance Air Services, Inc. assigned all of its right,title, and interest in and to the Management Agreement to Manager pursuant to that certain "Assignment of Contract" dated April 24 1995,under City Secretary Contract No. 20978 ; WHEREAS, the Management Agreement has been amended by the addition of Section 4.15 pursuant to which the "Operator" under the Management Agreement will, at the City's request, supervise and manage all professional services related to improvement projects at Fort Worth Alliance Airport(the "Airport); and WHEREAS, pursuant to Section 4.15 of the Management Agreement, as amended, Manager (in its capacity as the "Operator" under the Management Agreement) and the City desire to set forth the duties and obligations of Manager with respect to supervising and managing all professional services related to the extension of the Airport runway to 13,000 feet, which project is more particularly described in the Airport Layout Plan Report approved by the City Council of the City on October 8, 1991 and in the Preliminary Application for Federal Assistance approved by the City Council of the City on August 23, 1994 (the runway extension project, including all related improvements as described in such report and preliminary application, shall hereinafter be referred to as the "Project"). NOW THEREFORE, in consideration of the mutual covenants set forth in this Agreement and for other good and valuable consideration,the City and Manager agree as follows: 1. Manager shall be responsible for the overall management and coordination of the Project and shall be the primary contact for the City with all consultants, contractors, and professionals who will contract with the City for the design and construction of the Project. �. Ft 075250013:0016480.04 CITY SECRET ARY Airport Improvement Project Development Agreement Page 1 i ; ! T?"k 2. When requested by the City,Manager shall form a committee to recommend to the City the following professionals who will contract with the City to perform the following major categories of work on the Project: a. "Program Manager" to perform scheduling, budgeting, bidding and award, coordination, design and engineering management, project control, accounting, and grant administration. b. Land acquisition consultants to identify, survey, appraise, and prepare for the acquisition by the City of all land which the City determines is necessary for the Project(pursuant to the schedule requirements). C. Design and engineering consultants to perform designn and engineering work on the following: 1. Railroad main line relocation, including Texas Department of Transportation bridges; 2. Farm-to-Market 156 relocation; 3. Airfield expansion; 4. Eagle Parkway extension and tunnel under the extended runway; 5. Taxiway "H" extension, spiral turnoffs, and service road extensions; and 6. Taxiway "B", "D", and"G" improvements and runway high speed exit. d. Materials testing laboratory. e. Construction management and inspection firms. 3. When the City contracts with a Program Manager, Manager will submit to the City formal procedures for administering and managing the Project, which procedures shall be in accordance with policies of the City and the Federal Aviation Administration(the "FAA"). 4. When the FAA approves the Project, and from time to time upon the request of Manager, the City agrees to immediately request FAA reimbursement (and thereafter use its best efforts to expedite and obtain such reimbursement) for all eligible amounts paid or incurred by Manager (or by Alliance Air Services, Inc. or by Pinnacle Air Services,Inc.)for the following: a. Preparation of the Airport Layout Plan Report approved by the City Council of the City on October 8, 1991; b. Preparation of all environmental assessments for the Project; 075250013:0016480.04 Airport Improvement Project Development Agreement Page 2 C. Preparation of preliminary design and engineering work for the Project; and d. All other work performed or contracted for in connection with the Project prior to the date of this Agreement. 5. When the FAA approves the Project, and from time to time upon the request of Manager, the City also agrees to immediately request FAA reimbursement (and thereafter use its best efforts to expedite and obtain such reimbursement) for all other eligible amounts paid or incurred by Manager after the date of this Agreement in connection with the Project. 6. All amounts paid or incurred by Manager, Alliance Air Services, Inc., or Pinnacle Air Services, Inc. in connection with the Project prior to the date of this Agreement shall be reimbursed exclusively from FAA grant funding for the Project that is actually received by the City. Such reimbursements shall be only for those amounts which are declared eligible by the FAA for FAA grant funding and shall not be from any moneys in the treasury of the City. The City shall have no liability for any of such amounts in the event(i)FAA grant funding is denied or delayed, (ii) any of such amounts are determined by the FAA to be ineligible for grant funding, or (iii) FAA grant funding is insufficient to cover such amounts. In the event, following reimbursement of FAA grant funds,the FAA determines (through an audit or otherwise)that any amounts reimbursed to the City (and thereafter paid to Manager) were ineligible or should otherwise have been disallowed or rejected (any such payment shall hereinafter be referred to as a "Disallowed Payment"), Manager (or Alliance Air Services, Inc.,or Pinnacle Air Services, Inc., as the case may be) shall immediately refund the full amount of the Disallowed Payment. 7. All amounts paid or incurred by Manager in connection with the Project after the date of this Agreement shall be treated for all purposes as Airport "Expenses" as defined in Section 5.1(c) of the Management Agreement. All such amounts shall be reimbursed exclusively from FAA grant funding for the Project that is actually received by the City. Such reimbursements, when paid to Manager, shall be treated for all purposes as "Airport Revenue" as defined in Section 5.1(b) of the Management Agreement. Such reimbursements shall be only for those amounts which are declared eligible by the FAA for FAA grant funding and shall not be from any moneys in the treasury of the City. The City shall have no liability for any of such amounts in the event(i) FAA grant funding is denied or delayed, (ii) any of such amounts are determined by the FAA to be ineligible for grant funding, or (iii) FAA grant funding is insufficient to cover such amounts. In the event, following reimbursement of FAA grant funds, the FAA determines (through an audit or otherwise) that any amounts reimbursed to the City (and thereafter paid to Manager) constitute a Disallowed Payment, the amount of the Disallowed Payment shall be repaid as follows: a. If the Disallowed Payment is received by Manager when the cumulative annual "Airport Revenue" for the year through the date of receipt(including the Disallowed Payment) does not entitle the City to "revenue sharing" (as defined in Section 5.9 of the Management Agreement), Manager shall repay the full amount of the Disallowed Payment. 075250013:0016480.04 Airport Improvement Project Development Agreement Page 3 EXAMPLE: On June 30th during any of the first five years of the Management Agreement the cumulative annual "Airport Revenue" for the year through such date is $400,000 or less. On July 1st of the same year Manager receives $100,000 in FAA grant funds. Thereafter the payment is determined to be a Disallowed Payment. Manager shall repay the full$100,000. b. If the Disallowed Payment is received by Manager when the cumulative annual "Airport Revenue" for the year through the date of receipt (excluding the Disallowed Payment) equals an amount that entitles the City to a"revenue sharing" percentage: (i) Manager shall repay that percentage of the Disallowed Payment which equals its "revenue sharing" percentage when the Disallowed Payment was received; and (ii)the City shall repay that percentage of the Disallowed Payment which equals its "revenue sharing" percentage when the Disallowed Payment was received. EXAMPLE: On June 30th during any of the first five years of the Management Agreement the cumulative annual "Airport Revenue" for the year through such date equals $500,000. On July 1st of the same year Manager receives $100,000 in FAA grant funds. Thereafter the payment is determined to be a Disallowed Payment. Manager shall repay 85% of the Disallowed Payment, and the City shall repay 15% of the Disallowed Payment. C. If the Disallowed Payment is received by Manager at any time during a year when cumulative annual "Airport Revenue" for such year through the date of receipt (including the Disallowed Payment) either (i) reaches an amount that entitles the City to "revenue sharing" or (ii) reaches an amount that increases the City's "revenue sharing" percentage, Manager and the City shall repay the Disallowed Payment in proportion to the relative amounts of the Disallowed Payment to which they were entitled when the payment was received. EXAMPLE: On June 30th during any of the first five years of the Management Agreement the cumulative annual "Airport Revenue" for the year through such date is $400,000. On July 1st of the same year Manager receives $2,000,000 in FAA grant funds. Thereafter, the payment is determined to be a Disallowed Payment. Manager and the City shall repay the $2,000,000 as follows: (1) Manager shall repay (i) the first $100,000; l�us (ii) 85% of the next $1,000,000, l�us (iii) 79.3%of the remaining$900,000; and (2) The City shall repay(i) 15%of$1,000,000 plus (ii)20.7%of$900,000. 075250013:0016480.04 Airport Improvement Project Development Agreement Page 4 8. The City and Manager shall each have the right (at their own expense, respectively) to represent their interests before the FAA with respect to any reimbursement that is later determined by the FAA to be a Disallowed Payment. 9. Manager agrees that all persons or firms that contract with the City for the work related to the Project shall be required to release,hold harmless, defend, and indemnify the City (including its officers, agents, and employees) from and against any and all claims, suits, or causes of action of. any nature whatsoever, whether real or asserted, brought for or on account of any injuries or damages to persons (including death) directly or indirectly resulting from any act or omission arising out of or related to the performance or attempted performance by such persons or firms under their respective contracts with the City. 10. In addition to the requirements set forth in Paragraph 9 above, Manager shall require all persons or firms that contract with the City for work related to the Project shall be required to obtain and maintain at all times during the performance of said work a Policy of Public Liability and Property Damage Insurance. Such insurance shall name the City as an additional insured and shall pertain to those claims, lawsuits, or causes of action contemplated by the indemnification contained in Paragraph 9 above. The amounts of said insurance shall be as follows: PUBLIC LIABILITY INSURANCE in an amount not less than $500,000 for injuries, including accidental death,to any one person, and subject to the same limit for each person; and in an amount not less than$500,000 on account of one accident; and PROPERTY DAMAGE INSURANCE in an amount not less than $500,000 for each accident. 11. Approval by the City Engineer shall not constitute or be deemed to be a release of the responsibility and liability of any person or firm (or their respective employees, agents, and subcontractors) that contracts with the City for the accuracy and completeness of the respective designs and specifications of such persons or firms. Such approval shall not be deemed to be an assumption of any responsibility and liability by the City for any defect in the designs and specifications of any of such persons or firms (or their respective employees, agents, and subcontractors); it being the intent of the parties that approval by the City Engineer only signifies the City's approval of the general design concept represented by any such designs and specifications. In this connection, Manager shall require all contracts with the City to include a provision that requires any person or firm performing design or engineering services in connection with the Project to release, hold harmless, defend, and indemnify the City (and its officers, agents, and employees) for a period of 10 years after the Project is completed from and against all damage to property and injuries to persons (including death) that directly or indirectly results from any defect, deficiency,.or negligence in any designs or specifications prepared by such person or firm. 12. It is expressly agreed by the parties hereto that all reimbursements by the City to Manager, as described in this Agreement, shall be only for professional and personal services as contemplated in Chapter 252 of the Texas Local Government Code, and not otherwise. Nothing in this 075250013:0016480.04 Airport Improvement Project Development Agreement Page 5 Agreement shall be construed as requiring reimbursement where the payment of same would be in violation of the competitive bid requirements of Chapter 252 of the Texas Local Government Code. 13. This Agreement represents the complete understanding and agreement of the parties concerning the Project and supersedes all prior understandings and agreements, whether written or oral, concerning the Project (including, but not limited to, the "Management Agreement for Fort Worth Alliance Airport" between the City and Pinnacle Air Services, Inc., City Secretary Contract No. 17721, as amended by City Secretary Contract No. 18923). THE CITY OF FORT WORTH TEXAS By: Assistant Cityi MEdiager Date: S" vL APPROVED AS TO FORM AND LEGALITY By: fi4ia/ — Assistant City ttorney Date: ATTEST City Secretary Contract Authorization Date: ALLIANCE AIR MANAGEMENT LTD. a Texas limited partnership By: Alliance Air Services,Inc., a Texas corporation, its general partner By: v 9 � T11YOtIty D. ikiard,President Date: 075250013:0016480.04 Airport Improvement Project Development Agreement Page 6 x & /0-3 City of .F® Wortk Texas Mayor and Council Communication DATE 04/11/95 1 REFERENCE NUMBERC-14769 LOG NAME 12AAMA I PAGE 1 of 2 SUBJECT FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO. 20060 (ALLIANCE AIRPORT MANAGEMENT AGREEMENT) AND AIRPORT IMPROVEMENT PROJECT DEVELOPMENT.AGREEMENT WITH ALLIANCE AIR MANAGEMENT, LTD. DESIGNATING RESPONSIBILITY FOR MANAGEMENT OF IMPROVEMENTS AT ALLIANCE AIRPORT RECOMMENDATION: It is recommended that the City Council authorize the City Manager to: 1 Execute the attached First Amendment to the Management Agreement of Alliance Airport with Alliance Air Management, Ltd.; and 2. Execute the attached Airport Improvement Project Development Agreement with Alliance Air Management, Ltd. DISCUSSION: On December 15, 1993 the City of Fort Worth entered into City Secretary Contract No. 20060, a Management Agreement with Alliance Air Services, Inc. for the management, operation and maintenance of Fort Worth Alliance Airport ("Airport"). On March 28, 1995 the City Council authorized (M&C C-14742) the assignment of the Management Agreement from Alliance Air Services, Inc. to Alliance Air Management, Ltd. ("Alliance"). The proposed First Amendment to the Management Agreement would provide for Alliance, at the City's request and upon execution of an individual Airport Project Development Agreement, to supervise and manage all professional services related to improvement projects at the Airport. The proposed Airport Improvement Project Development Agreement would provide for Alliance, at the City's request, to supervise and manage all professional services related to the Airport improvements specifically described in the Airport Layout Plan Report approved by the City Council on October 8, 1991 and in the Preliminary Application for federal assistance approved by the City Council of the City on August 23, 1994. ILIV-Printed on recyded paper Cif ®� ® Wortk Texas Mayor and Council Communication DATE REFERENCE NUMBER FLOG NAME PAGE 04/11/95 1 C-14769 12AAMA 2 I of 2 SUBJECT FIRST AMENDMENT TO CITY SECRETARY CONTRACT NO. 20060 (ALLIANCE AIRPORT MANAGEMENT AGREEMENT) AND AIRPORT IMPROVEMENT PROJECT DEVELOPMENT AGREEMENT WITH ALLIANCE AIR MANAGEMENT, LTD. DESIGNATING RESPONSIBILITY FOR MANAGEMENT OF IMPROVEMENTS AT ALLIANCE AIRPORT Upon the approval of these two agreements, Alliance shall be responsible for the overall management and coordination of such improvements at the Airport and shall be the primary contact for the City with all consultants, contractors and professionals Who will contract with the City for the design and construction of the improvements. CB:v Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY Office by3 (to) Charles Boswell 8500 Originating Department Read: Wade Adkins 7623 (from) For Additional Information Contact: Peter Vaky 7601 %TfdnWd on recyded paper