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CONTRACT _
ASSIGNMENT AND ASSUMPTION OF FACILITIES AGREEMENT AND
AGREEMENT FOR DONATION AND ASSIGNMENT OF PURCHASED ITEMS
THIS ASSIGNMENT AND ASSUMPTION OF FACILITIES AGREEMENT AND
AGREEMENT FOR DONATION AND ASSIGNMENT OF PURCHASED ITEMS (this
"Assignment") is made and entered into as of the L day of April, 1996, by and between
AllianceAirport Authority, Inc., a nonstock, nonprofit industrial development corporation
organized and existing under the laws of the State of Texas, having a mailing address at 1000
Throckmorton, Fort Worth, Texas 76102 ("Assignor"), and the City of Fort Worth, Texas, a
municipal corporation, having a mailing address at 1000 Throckmorton, Fort Worth, Texas
76102 ("Assignee");
RECITALS:
A. Assignee is a political subdivision of the State of Texas.
B. Assignor is an industrial development corporation created by Assignee.
C. Assignor has this day conveyed to Assignee a certain tract of land and
appurtenances situated in Denton County, Texas, more particularly described on the attached
Exhibit "A" which is incorporated into this Assignment, together with all improvements thereon
(the "Property").
D. The Property is subject to a Land.and Special Facilities Lease Agreement (the
"Facilities Agreement") dated April 1, 1996, between Assignor, as lessor, and Federal Express
Corporation, a Delaware corporation, as lessee (the "Lessee"). Capitalized terms not otherwise
defined herein shall have the meanings assigned such terms in the Facilities Agreement.
E. In conjunction with the conveyance of the Property, Assignor has agreed to assign
all of its right, title and interest in and to the Facilities Agreement to Assignee, except as
otherwise provided herein, and Assignee has agreed to assume and perform all of Assignor's
liabilities and obligations arising under the Facilities Agreement, except as otherwise provided
herein, on and after the date of this Assignment, all in accordance with the terms and conditions
set forth below.
F. In connection with construction of improvements on and placement of tangible
personal property on the Property, it is anticipated that certain items of tangible personal
property, material, consumables, equipment, fixtures, and services (collectively, the "Purchased
Items") acquired pursuant to various construction contracts and other agreements with third
parties (the "Project Contracts") will or may, with Assignor's consent, become the property of
Assignor, subject to and in accordance with the provisions of the Facilities Agreement.
G. Upon its acceptance thereof, Assignor will donate, assign, and transfer to
Assignee all right, title, and interest in any such Purchased Items subject to ASST neg e's
acceptance and approval thereof after appropriate due diligence by Assignee. OFFICIAL RECORD MY SECIITAIY
117351.4 FT. WORTH, TEX,
H. Assignor will acquire the Purchased Items under the Project Contracts upon
Assignor's approval thereof and after appropriate due diligence by Assignor for the sole purpose
of donating such Purchased Items to Assignee, and Assignor does not intend to make any
intervening use of any Purchased Items.
I. To the extent it may lawfully do so, Assignor will issue an exemption certificate
pursuant to Section 151.155 of the Texas Tax Code.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are acknowledged, Assignor and Assignee agree as follows:
1. Definitions. Capitalized terms not otherwise defined herein shall have the
meanings assigned such terms in the Facilities Agreement.
2. Assignment. Assignor assigns, transfers and conveys to Assignee all of
Assignor's right, title and interest as lessor in and to the Facilities Agreement and all of the
rights, benefits and privileges of Assignor as lessor thereunder, including without limitation all
of Assignor's right, title and interest in and to all rentals thereunder; provided, however, that
Assignor retains its rights (i) to receive any payments due the Authority upder Section 510 of
the Facilities Agreement, (ii) to indemnity under Section 605(c) and Article IX of the Facilities
Agreement and (iii) to perform its covenants (A) with respect to the Bonds, including those
under Section 614 of the Facilities Agreement and (B) under Article XII of the Facilities
Agreement.
3. Assumption. Assignee assumes all liabilities and obligations of Assignor under
the Facilities Agreement which arise on or after the date hereof and agrees to perform all
obligations of Assignor under the Facilities Agreement which are to be performed or which
become due on or after the date hereof; provided, however, that Assignee does not assume and
Assignor shall remain responsible for, the performance of its covenants (i) with respect to the
Bonds, including those under Section 614 of the Facilities Agreement and (ii) under Article XII
of the Facilities Agreement. Notwithstanding any provisions of this Assignment to the contrary,
Assignee shall not be or become a party to any Project Contracts.
4. Additional Covenant of Assignee. In consideration of Lessee granting its consent
to this Assignment, Assignee covenants and agrees that in the event Lessee exercises its right
under Section 308 of the Facilities Agreement to convey additional land continguous to the Land
acquired by the Lessee to accommodate Lessee Improvements; Assignee shall consider in good
faith any request by Lessee that Assignee seek approval from the FAA of an expansion of the
Airport boundaries to include such additional land. The foregoing notwithstanding, Assignee
makes no assurances that any such request will receive approval from the FAA.
5. Ad Valorem Taxation. The Land and Special Facilities are owned by Assignor
and, as of the date of this Assignment, correspondence has been received by the parties hereto
from the Tarrant Appraisal District and the Denton County Central Appraisal District stating that
the Land and portions of the Special Facilities may be found to be exempt from ad valorem
taxes. Copies of such correspondence have been provided to the Lessee. Assignor, Assignee
and Lessee recognize that the proposed use of the Land and Special Facilities is reasonably
117351.4 2
necessary to carry out the public purpose of Assignee as defined by Chapter 22 of the Texas
Transportation Code (the "Airports Act") and that as such anticipate that the leasehold interest
of the Lessee in the Land and Special Facilities may be exempt from ad valorem taxation.
Neither Assignor nor Assignee, however, makes any warranty as to whether the leasehold
interest of the Lessee in the Land and Special Facilities is or will be exempt from ad valorem
taxation, it being the duty and responsibility of the Lessee to establish such exemption of its
leasehold interest.
6. Representations and Warranties.
(a) Assignor represents and warrants to Assignee (i) that it has full power and
authority to assign the Facilities Agreement to Assignee, (ii) that the Facilities Agreement is in
full force and effect and has not been modified or amended in any manner whatsoever, and (c)
that all right, title and interests of Assignor in and to the Facilities Agreement are free and clear
of any and all claims, liens and encumbrances whatsoever other than the lien and pledge thereof
under the Indenture to secure the Bonds, and that Assignor warrants and will forever defend the
same against the claims of all persons claiming the same or any part thereof.
(b) In consideration of Lessee granting its consent to this Assignment, Assignee
represents and warrants to Lessee that:
(i) It is duly organized as a home-rule city pursuant to the laws of the
State, and has the power under the laws of the State, including specifically the
Airports Act, to enter into the transactions contemplated by this Assignment and
to carry out its obligations hereunder. By proper action, Assignee has duly
authorized the execution and delivery of this Assignment.
(ii) This Assignment constitutes the valid and binding obligation of
Assignee, enforceable against Assignee in accordance with its terms, except as
the enforceability thereof may be subject to applicable bankruptcy or other laws
affecting the rights of creditors generally or by the application of general
principles of equity.
(iii) All approvals or consents of which Assignee has knowledge and
which are necessary for Assignee to approve, execute and deliver this Assignment
have been obtained.
(iv) Neither the execution and delivery of this Assignment, the
consummation of the transactions contemplated hereby, nor the fulfillment of or
compliance with the terms and conditions of this Assignment conflicts with or
results in a breach of any of the terms, conditions or provisions of any restriction,
ordinance or any agreement or instrument to which Assignee is now a parry or
by which it is bound, or constitutes a default under any of the foregoing, or
results in the creation or imposition of any lien, charge or encumbrance of any
nature whatsoever upon any of the property or assets of Assignee under the terms
of any instrument or agreement to which Assignee is party.
117351.4 3
(v) There is no litigation now pending or to Assignee's knowledge,
threatened challenging the powers of Assignee or its councilmembers or in any
way affecting this Assignment.
(vi) Subject to the provisions of Section 803 of the Facilities
Agreement, it will use its best efforts to operate and maintain the Airport as a
public airport consistent with and pursuant to the sponsor's assurances given by
the City to the United States Government under the Federal Airport and Airways
Act.
(vii) To the extent it may do so and at Lessee's expense, it will grant
Lessee all necessary roadway or utility easements required by Lessee to construct
utility lines and connecting roadways necessary to connect utility services for the
Leased Premises.
7. Donation and Assignment of Purchased Items. Assignor by means of this
instrument grants and conveys to Assignee all right, title, and interest that Assignor may have
in the Purchased Items described in Exhibit "B" hereto.
8. Agreement to Deliver Purchased Items. Upon Assignor's acceptance of Purchased
Items, Assignor will immediately notify Assignee, and upon Assignee's acceptance of such
Purchased Items, Assignor will deliver all such Purchased Items to Assignee. Assignor will not
make any intervening use of any such Purchased Items. All costs or expenses of any such
delivery shall be paid by Assignor but solely from funds on deposit in the Construction Fund or
monies provided by Lessee.
9. No Assumption of Liabilities by Assignor or Assignee with Respect to Purchased
Items. Neither Assignor nor Assignee assumes any liability, under the Project Contracts or
otherwise, to pay for the acquisition of any of the Purchased Items at any time other than from
funds on deposit in the Construction Fund, and nothing in this Agreement shall operate to
impose any such liability on Assignor or Assignee. Correspondingly, any liability of Lessee
under the Project Contracts shall not be affected by this Agreement. Neither Assignor nor
Assignee shall be liable for any taxes related to the Purchased Items by virtue of any use of such
property or otherwise, and Lessee shall be liable for such taxes, if any, as may be levied from
time to time.
10. Further Assurances. Assignor covenants with Assignee and Assignee covenants
with Assignor that each will execute or procure any additional documents necessary to establish
the rights of the other under this Assignment.
11. Binding Effect. This Assignment is binding upon and shall inure to the benefit
of Assignor, Assignee and their respective successors and assigns.
12. Multiple Counterparts. This Assignment may be executed in a number of identical
counterparts; each of which is deemed an original, and all of which constitute collectively one
agreement between the parties.
117351.4 4
13. Governing Law. This Assignment shall be construed and enforced in accordance
with the laws of the United States of America and the State of Texas.
14. Entire Agreement. This Assignment contains the entire agreement of the parties
and supersedes all prior agreements and understandings, oral or written, with respect to the
subject matter hereof. This Assignment may be changed only by an agreement in writing signed
by all of the parties to this Assignment.
15. Conflict. In the event of any conflict between the terms of this Assignment and
the terms of any other agreement or understanding between the parties relating to the Purchased
Items, the terms of this Assignment shall control.
16. Headings. The headings contained in this Assignment are for reference purposes
only and shall not affect the meaning or interpretation of this Assignment.
IN WITNESS WHEREOF, the parties have executed this Assignment as of the date set
forth above.
ASSIGNOR: ALLIANCE ORT AUTHQYJTY, INC.
President
By-
(SEAL) Secretary
ASSIGNEE: THE CITY OF FORT WORTH, TEXAS
By:
City Manager.
By:
City Secretary
APPROVED AS TO FO .
uk --"
(SEAL) By: f`
City Attorney
Contract .Authorization
Date
117351.4 5
The undersigned lessee under the Facilities Agreement
consents to and acknowledges the provisions of the
above Assignment and Assumption of Facilities Agreement
and Agreement for Donation and Assignment of Purchased Items
by and between Assignor and Assignee:
FEDERAL EXPRESS CORPORATION
By:
Name: Charles M. Buchas, Jr.
Title: Vice President and Treasurer
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on the 207i�day of
1996, by Jim Lane and Jewel Woods, President and Secretary, respectively,of A lianceAirport
Authority, Inc., a nonstock, nonprofit industrial development corporation organized and existing
under the laws of the State of Texas, on behalf of said Corporation.
act�4�.t.os�4tiossv�ss�s►a C..V• J
LOIS 0.THREATT
NOTARY PUBLIC otary Public in and for the State of Texas
f,, l STATE OF TEXAS
My Comm. Exp. 10.6.97 My Commission Expires: Z _g 7
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on the day of Az� ,
V -
1996, by Bob Terrell, Alice Church, and Wade Adkins, City Manager, City Secretary, and City
Attorney, respectively, of the City of Fort Worth, Texas, a municipal corporation, on behalf of
said City.
at+'Gg�ti4SiS.gS.4SS.9�-FS --�v`f-a.'1/� D
LOIS 0.THREATT
NOTARY PUBLIC Notary Public in and for the State of Texas
0
STATE OF TEXAS
My Comm.Exp. 10.6.97 My Commission Expires: 6—q7
117351.4 6
THE STATE OFLVX4a-e-C _ §
COUNTY OF _ §
�L
This instrument was acknowledged before me on the day of 0^
1996, by Charles M. Buchas, Jr., Vice President and Treasurer of Federal Express Corporation,
a Delaware corporation, on behalf of said corporation.
Notary Public in and for the State of
n -iN ��� a
No
PUBLIC
r PT a My Commission Expires: My Commission Expires hna 8. 1 g�;,
E
117351.4 7
C04
RESOLUTION APPROVING A RESOLUTION OF
ALLIANCEAIRPORT AUTHORITY,INC.
WITH RESPECT TO THE ISSUANCE OF BONDS FOR
FEDERAL EXPRESS CORPORATION
WHEREAS,AllianwAirport Authority,Inc.(the"Authority")was created under the auspices of the City
of Fort Worth(the"City")pursuant to Article 5190.6,V.A.T.C.S.(the"Act");
WHEREAS,notice of a public hearing on the Special Facilities(as defined in the Facilities Agreement
attached hereto),as required by Section 147 of the Internal Revenue Code of 1986,'as amended(the"Code"),was
published in a newspaper of general circulation in the City'at least f4 days prior to such public hearing;
WHEREAS,Federal Express Corporation(the"Company")has requested that the Authority issue
its AllianceAirport Authority,Inc.Special Facilities Revenue Bonds,Series 1996(Federal Express Corporation
-Project)(the"Bonds")in the aggregate principal amount not to exceed$250,000,000;
WHEREAS, the Authority has been requested to issue the Bonds for the purpose of financing the
acquisition,construction,equipping and furnishing,for use by the Company,of an express cargo package sorting
and distribution facility (the "Special Facilities") located in the City at the Airport, which constitutes a
transportation facility within the meaning of the Act;
WHEREAS,the Authority has agreed to lease the Special Facilities to the Company in accordance with
the terms of a Land and Special Facilities Lease Agreement dated as of April 1, 1996 (the "Facilities
Agreement!'),to be entered into by the Authority and the Company;
WHEREAS,the Bonds are to be issued under and secured by a Trust Indenture dated as of April 1, 1996
(the "Indenture")between the Authority and The First National Bank of Chicago, Chicago, Illinois (the
"Trustee");
WHEREAS, the Company will execute a Guaranty, dated as of April 1, 1996, to provide for an
unconditional guarantee of the payment of the principal of premium,if any,and interest on the Bonds;
WHEREAS,the Bonds are to be issued and delivered pursuant to this Resolution,the Indenture and
applicable laws,including the Act and Article 717k-8,V.A.T.C.S.;
WHEREAS,the Company has agreed in the Facilities Agreement that it will be unconditionally obligated
to make or pay,or cause to be made or paid,to the Trustee certain payments in amounts sufficient to pay and
redeem, and provide for the payment and redemption of,the principal of,premium,if any, and interest on the
Bonds(the"Special Facilities Rentals");
WHEREAS, as security for the payment of the Bonds, the Authority shall assign its right, title and
interest in and to the Special Facilities Rentals to the Trustee as part of the Trust Estate;
WHEREAS,it is deemed necessary and advisable that this Resolution be adopted; and
4-
WHEREAS,the terms and conditions in this Resolution shall have the same meanings as defined in the
Facilities Agreement,unless the context or use herein indicates another meaning or intent.
THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH
THAT:
Section 1. The Facilities Agreement by and between the Authority and the Company in substantially
the form and substance as attached to this resolution and made a part hereof for all purposes,is hereby approved,
and revenue bonds in the principal amount not to exceed$250,000,000(the"Bonds"),may be issued for the
purpose of paying the cost of acquiring, constructing, equipping and furnishing or causing to be acquired,
constructed,equipped and furnished the Special Facilities,which Special Facilities are in compliance with the
Development Corporation Act of 1979, as amended, and the rules promulgated,thereunder by the Texas
Department of Commerce; and said Special Facilities are hereby approved.
Section 2. The Indenture by and between the Authority and the Trustee in substantially the form and
substance as attached to this Resolution and made a part hereof for all purposes,is hereby approved.
Section 3.- The resolution adopted by the Authority authorizing the execution of the Facilities Agreement,
the Underwriting Agreement by and between the Authority and the underwriters named therein,'the Indenture and
authorizing the sale of the Bonds and the use of a Preliminary Official Statement and an Official Statement in
connection with the sale of the Bonds, in substantially the form and substance attached to this Resolution and
made a part hereof for all purposes,is hereby specifically approved,and the Bonds may be issued as provided
for therein.
Section 4. The City Council of the City of Fort Worth hereby authorizes the Mayor Pro-Tem to approve
the issuance of the aforesaid Bonds in the principal amount not to exceed.$250,000,000 for the Company,and
such approval shall be solely for the purposes of Section 147 of the Code,as amended,and the City shall have
no liabilities for the payment of the Bonds nor shall any of its assets be pledged to the payment of the Bonds; and
by executing the Certificate page accompanying this Resolution, the Mayor Pro-Tem thereby evidences the
approval of the Bonds for the limited purposes described in Section 147 of the Code.
-2-
ADOPTED THIOIo1 DAY OFb h tA_, 1996.
ay Pro-Tem,City of Fort Worth
ATTEST:
City Secretary
(SEAL)
APPROVED AS TO FORM:
4
City Attorney
AFF r
MOM
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CIT 1, ` O�pv�NCL
IviM 26 1996
l c�tr,�y of the
-3-
MARC14
-� 21
RESOLUTION AUTHORIZING THE EXECUTION OF AN OPERATING AGREEMENT
AND AN ASSUMPTION AND ASSIGNMENT AGREEMENT
WITH RESPECT TO THE FACILITIES FINANCED BY THE ALLIANCEAIRPORT
AUTHORITY, INC. FOR USE BY FEDERAL EXPRESS CORPORATION
WHEREAS, AllianceAirport Authority, Inc. (the "Authority") is a nonsitock, nonprofit
industrial development corporation-organized and existing under the laws of the State of Texas,
including particularly the Development Corporation Act of 1979, Article 5190.6, V-A-T.C.S., as
amended (the "Act"), with the power and authority to exercise all rights privileges and d fu nctions
essential to the accomplishment of the purposes f or which it was organized;
WHEREAS, the Authority is a duly constituted public instrumentality of the City of Fort
Worth,Texas (the "City"), a political subdivision of the State of Texas, within the meanings of the
regulations of the United-States Treasury Department and the rulings of the Internal*Revenue Service
.prescribed and promulgated pursuant to section 103 of the Internal Revenug Code of 4986,* as
amended (the "Code"), and the Authority is functioning and acting solely on behalf of the City;
WHEREAS, Federal Express Corporation(the."Company") and the Authority have agreed
to execute and deliver a Land and Special Facilities Lease Agreement dated as of April 1, 1996 (the
"Facilities Agreement"), with respect to the acquisition, construction, equipping and furnishing of
an express cargo package sorting and distribution-facility at Alliance Airport within the boundaries
of the City;
WHEREAS, the Authority will issue bonds in an amount not to exceed $250,000,000 to
finance the "Costs" of said facility, as described in-the Facilities Agreement, pursuant to the terms of
a Trust Indenture dated as of April 1, 1996 (the "Indenture") between the Authority and The First
National Bank of Chicago;
WHEREAS, the City and the Company desire to enter into an agreement-describing the
conditions relating to the use of Alliance Airport by the Company;
WHEREAS, the Company has requested that upon the acquisition of the land upon which
said facility is being constructed, and improvements heretofore constructed thereon, by the Authority
from the Company, the Authority transfer title to said land and improvements to the City; and
WHEREAS, it is deemed necessary and advisable that this Resolution be adopted.
THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT
WORTH THAT:
Section 1. The execution by the City Manager of the Operating Agreement(the"Operating
Agreement") by and between the Company and the City in substantially the form and substance as
attached to this Resolution and made a part hereof for all purposes, is hereby approved.
Section 2. The execution by the City Manager of the "Assumption and Assignment of
Facilities Agreement and Agreement for Donation and Assignment of Purchased Items" (the
"Assumption and Assignment Agreement"), between the Authority and the City, and consented to
by the Company, in substantially the form and substance as attached to this Resolution and made a
part hereof for all purposes, is hereby approved.
Section 3. The City Manager,any Assistant City Manager, and the*City Attorney are hereby
authorized to execute and deliver such other instruments, certificates, documents or papers and to
take such further action and perform such other duties as such officers may deem advisable or
appropriate to carry out the intent of the foregoing sections of this Resolution, or to consummate any
of the matters or transactions referred to in or contemplated by the Assignment and Assumption
Agreement described*in Section 2 hereof.
ADOPTED TMSQQ&DAY OF M. 1996.
or Pro-Tem, City of Fort Worth
ATTEST:
City Secretary
(SEAL)
APPROVED AS TO FORM
City Attorney
APPROVED
CITY COUNCIL
NJAR 26 1996
City semb ry of Hi®
-2- city of Fort worfb,Texas
~ Caty of..fort Worth, Texas
Mayor and Council Communication
DATE REFERENCE NUMBER LOG NAME PAGE'
03/26/96 C-15358 02FEDEXF' 1' of 2
SUBJECT ADOPTING TWO RESOLUTIONS RELATING TO THE FEDERAL EXPRESS PROJECT AT
ALLIANCE AIRPORT, AND AUTHORIZING THE CITY MANAGER TO EXECUTE
SECOND AMENDMENT TO MANAGEMENT AGREEMENT WITH ALLIANCE AIR
SERVICES, INC. AND APPROVING THE ASSUMPTION OF RIGHT OF FIRST
OPPORTUNITY TO NEGOTIATE A LEASE WITH HILLWOOD/2470 LTD.
RECOMMENDATION:
It is recommended that the City Council;
1. Adopt the attached "Resolution Approving a Resolution of AllianceAirport Authority, Inc.
with Respect to the Issuance of Bonds for Federal Express Corporation" (The First
Resolution), and
2. Adopt the attached "Resolution Authorizing the Execution of an Operating Agreement and
an Assumption and Assignment Agreement with Respect to the Facilities Financed by the
AllianceAirport Authority, Inc. for Use 'by Federal Express Corporation" (The Second''
Resolution), and
3. Authorize the City Manager -to execute the "Second Amendment to Management
Agreement" with Alliance Air Services, and
4. Authorize the City Manager to approve the assumption of "Right of First.Opportunity to
Negotiate a Lease" for Hillwood/2470 Ltd. at Alliance Airport.
DISCUSSION:
The City Council, on April 11, 1995, approved Resolution No. 2055 "Resolution Authorizing The
City Manager to Proceed With Design Phase of Alliance Airport Improvements - Federal Express
Southwest Hub." This Resolution stated the City's commitment to the completion of the Federal
Express project and directed the City Manager to communicate to Federal Express officials the
City's actions to ensure that the required improvements on the airport are constructed within the
desired schedule. On November 21, 1995, the City Council approved M&C G-11309 which
authorized the City Manager to submit to the Federal Aviation Administration an amendment to
the Alliance Airport Layout Plan. The amendment would include the Federal Express site in the
airport boundary and would increase the size of the airport.
The desired goal for the Federal Express project is to have the City own the land, improvements,
and equipment purchased with revenue from the sale of bonds issued by the AllianceAirport
Authority and to lease the land, improvements, and equipment to Federal Express. To
accomplish this goal, several documents have to be approved by both the AllianceAirport
Authority and the City Council. This M&C recommends approval by the City Council of the
appropriate documents.
Printed on Recyded Paper
City Fort Worth, Texas
/ !f
Mayor Council Communication
DATE ---I—REFERENCE NUMBER LOG NAME PAGE
03/26/96 1 C-15358 I 02FEDEXP 1 2 of 2
SUBJECT ADOPTING TWO RESOLUTIONS RELATING TO THE FEDERAL EXPRESS PROJECT AT
ALLIANCE AIRPORT, AND AUTHORIZING THE CITY MANAGER TO EXECUTE
SECOND AMENDMENT TO MANAGEMENT AGREEMENT WITH ALLIANCE AIR
SERVICES, INC. AND APPROVING THE ASSUMPTION OF RIGHT OF FIRST
OPPORTUNITY TO NEGOTIATE A LEASE WITH HILLWOOD/2470 LTD.
The First Resolution in this M&C approves a Resolution of AllianceAirport Authority authorizing
the issuance of AllianceAirport Authority bonds in the principal amount not to exceed
$250,000,000.00 for the Federal Express project.
The Second Resolution authorizes the City Manager to execute the "Operating Agreement" with
Federal Express and the "Assumption and Assignment of Facilities Agreement and Agreement
for Donation and Assignment of Purchased Items" (Assumption and Assignment Agreement).
The Operating Agreement between the City and Federal Express authorizes Federal Express to
use the public areas of the airport and sets the landing fees. By the Assumption and Assignment
Agreement, the City accepts title to the land',-'improvements, and equipment of the Federal
Express project and assumes the "Land and Special Facilities Lease Agreement".
The "Second Amendment to Management Agreement" allows for the Federal Express project
tract to be included in the management agreement with Alliance Air Services, Inc. The
amendment also defines the Airport Manager's responsibilities for the project tract. The
amendment provides that the lease payments from Federal Express will not be airport revenue
under the management agreement.
The "Right of First Opportunity to Negotiate a Lease" grants Hillwood the first opportunity to
negotiate a lease of the property when the property is no longer leased to Federal Express.
FISCAL INFORMATION/CERTIFICATION:
The Director of Fiscal Services certifies that the approval of this M&C does not obligate the City
to expend any City funds.
BT:a
Submitted for City Manager's FUND ACCOUNT CENTER AMOUNT CITY SECRETARY
Office by: (to)
Ramon Guajardo 6191 APPROVED
Originating Department Head: CITY COUNCIL
Ramon Guajardo 6191 (from) MAR 26 1996
For Additional Information
Contact: Ci
TMG
Ramon Guajardo 6191 city of PC rt w0r 4
Printed on Recyded Paper