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Home My WebLink AboutContract 28547CIYY ��C;��ARY C�� GONT'RA�� i� . _ -- --• � A117END1VIENT lil'O. 3 TO CITY SECRETARY COIiTTRACT li1Q. 20060 AGREEMENT FOR THE MAI�AGEN%��iT, OPERATION A�1D li'IAI1vTENA1�ICE OF FORT WORTH ALLIANCE AIRPORT This AT�VIENDMENT NO. 3 TO CITY SECRETARY C011iTRACT NO. �0060; AGREEMENT FOR THE T�IANAGEMENT, OPERATIOli� A1�D Ii�A�l�iTE�liANCE OF FURT WORTH ALLIAl�'CE AIRPORT ("Amend�n�nt"} is entered into by and between the CITY OF FORT W4RTH, TEXAS (the "City"), a home rule municipal corporation organized under f.he laws of the State of Texas axxd acti�ng by and through Marc Ott, its duly authorized Assistant City Manager, and ALL�ANCE AIR 1VIANAGEIIZENT, LTD. ("Operator"), a Texas lirnited partnership actir�g by and through Timothy D. Ward, �he President of Alliance Air Services, Inc., a Texas carporation. and Operator's sale general partner. The following introductory provisions are true and correct and form the basis of this Amendment, A. On or about December Y5, i993, th�; City and Alliance Air Services, Inc. entered into City Secretary Cantract ("CSC") No. 20060, an agreement for the managern�nt, operatian and rnaintenance of Fart Worth Alliance Airport, which was subsequently amended pursuant to CSC Nos. 20994 and 21756 (coll�ctively, the "Agreement"}. B. On or a�o�t Apri124, 1995 Allia�ce Air Services, Inc. transferred, assigned and conveyed all of its right, titl� and interest in and to the Agreement to Operator. C. The City and Operator wish to exiend the term of the Agreement and to re�+ise the Operator's revenue sharing obligations under the Agreement. 1�TUW, THEREFORE, for good and valuable consideration, the receipt and adequacy af which are hereby acltnowledged, ths City and Qperator agree as follows: L Section 1. ]. of the Agreement (Term) is hereby amended to state the �ollowing: 1.1. The term oi this Agreement shall be for a thirty (30) ye�ar period cammencing on January 1, 1994 and expiring on December 31, 2023. Not more than three (3) years prior to expiration af this Agreement, �perator may notify the City in writing of a desire to renew this Agreement for an add'ztianal ten (10) year ferm (the "Renewal Request"}. The City, in the City's s�le discretion, may (i) grant the RenewaI Request or {u) deny the Renewal Request, provided that the basis for such denia.� is not unreasonable under the circurnstances. Amenciment No. 3 ta City Secretary Cantract No. 20060 Page 1 � 'u��2�ys �s�ti��i �� ' ��. ��, ��, 2. Section 5.9 of the Agreernent (Operator's Re�+enue Shar,ing} is hereby amend�d to state the following: 5.9. Onarator's Revenue Sharin�. (,l) From January 1, 1994 through December 31, 1998, the City shall reta�im the following percentages of Airport Revenue: zero percent {0%) of the first $500,000; fifteen percent (15%) of the amaunt in excess of $500,400 but less .than $1,500,400.00; and iwenty and seven-tenths p�rcent (20.7%) of the amount in excess of $1,500,OQ0.00. During that same perioci, as total comp�nsation far a11 services and obligations perforrned by Ope:rator under this Ag�reement, Operatar shall receive the following percentages of Airport Revenue: one hundred percen# (10Q%) of the first $500,000; eighty five percent ($5%) oi the amount in excess of $504,000 but l�ss than $1,SO��,OQ0.04; and seveniy-nine and three-tenths perc�nt (79.3%) of the amount in excess af $1,SOO,Q00.00. - (2) From Tanuary 1, 1999 through Deceinl�er 31, 2(}08, the City shall retain the %llowi�tig percentages of Airpart Revenue: fifteen percent (15%) of the first $1,500,000.00 and twenty and seven-tenths percent (20.7%) of the amount in Exc�ss of $1,SQO,OaO.OQ. During that same period, as total compensation for a11 services and obliga#ions performed by Operator under this Agreement, Operator shall rec�ive ihe following p�rcentages of Aixport Revenue: eighty-five percent (85%) of the frst $1,500,000.00 and seventy-nine and three-tenths (79.3%) of the amount in excess af $1,504,OOO.aO. . � (3} From January l, 2408 through December 31, 2413, the City sha1l ietain twenty percent {20%) aF all Airport Revenue and, as total campensation for ail se�rvzces and abligations perforrned by Operatar under this Agreernent, Operator shail receive eighty percent (80%) of alI Airport Revenue. . (4) From January 1, 2014 until Dece�nber 31, 2023, and, if Operator exercises its option to renew this Agreement, during the Renewal Term, the City shall retain twenty-�ive percent (25%) of all Airport Revenue and, as total compettsatian for all services and obligatiflns performed by Operatoz under this Agreement, Operatar sha11 receive seventy-five percent (75%} of atl Airport R�venue. 3. All terms in this Amendment that are capitalized but nQt defined shall ha�e the meaz�:ings assignec€ ta the�n in the Agreement. 4. This Amendmen.t contains the fnal written expression of ihe City an� O.�Pr ta nr �,rh. respect to the sul�ject matter hereof. This Amendm�nt shall b� effective upon ea��h�o� laa� �� parties and may be executed in multiples, �Y�� u�� 17 ,�� Il�i r�, Amendment No. 3 to City Secretary Contract No. 20460 Page 2 t ��EXECUTED as of the � da of , Y CiTY OF FORT WORTH: By: � � Marc �tt Assistant City �ger , 2003: ATTEST,c _ A! By: " . � .� _ � �'�-,r ,- C'�riaria Pears� City Secre�ary APPROVED AS TO FORM AND LEG.ALITY: , -. � a BY��_•—�..� � Peter Vaky Assistant City Attomey M&C No. ' . _ _ ._ ' . , ` � ALLIAI�CE AIR NiANAGEMEI�TT, LTD.: � By: Alliance Air Ser�+ices, Inc., a'I'exas carporation and its � sole general partner: BY: P Tuno hy D W ard Presi t ATTEST: B�: �'�C�r�' ,r,�,�, • Na�ne: C�ri st� na, �1�irr� Title: ttd+r►'��nisi'ra�r*►�v ��'� t - �. . . ., :.,. '� � .—��1 �mendment No. 3 ta City Secretary Contract No. 20b6Q Page 3 STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned autharity, a Notary Pu�lic in and £ar the State of Texas, on this day pers4nally appeared Niarc Ott, known ta me to be the person whose name is subscribed to the foregaing instnunent, and acknowledged ta me that the same was th� act of the City of Fort Worth and that he execufied the same as the act of the City of Fort Wor��a f�r the pwrposes a�nd consideration therein expressed and in the capacity therein sfiated. GNEN UNDER MY HAND AND SEAL OF OFFICE this %c� � day � , 2003. �� . :.,�«. Y =--.--�-_ , . .. , rr�¢ry �1�6�� t',:e�� ." Q�fOfafj/ i9!li3�ls„ St&tB Of TA7[83 � �, :,,;�';;�}..�g �Y�mrnisst� Expires � . _ • �� ,,, �''' "m� ��ly a�, �da3 ' � otary Public in and for the Stat� of Texas - • - . ., _� �. � ...,� ., � P� ti STATE OF TEXAS C4UNTY OF TARRANT 0 � BEFORE ME, the undersigned authority, a Notary P�blic in and for fihe State of Texas, orr this day personally appear�d Timathy D. Ward, l�own to me to be the person whose narne is subsGribed to the foregaing instrument, and acknowledged to me tha.t the same was the act oi AIlianee Air Serviees, Inc. on beha�f of Aliiance Air Managemen�, Ltd. and that he executed the sarne as the act of Alliance Aix Services, ��c. and Alliance Air Management, Ltd. for the purposes and consideratian therein expressed anci in the capa�ity therein stated. GNEN UNllER MY HAND AND SEAL O� OFFICE this c�, � day . �C'� Y1l�QL�' � , 2003. �ia'#:-�'-:�E-AT�?1�R'113d4h1=•�••�^wJa.-.A.� r.�U ��' y� 8��6� �G�L�Cr�Jt�l� ` }�� I�C��"�l�ll �Uf�k�IG ; � �� c�f a �x�s � '�� ;u�r��r�. C:ja�s. �i4-7_�p2�. .. �'�a�'��s�,a��•ne�w—�ru��ca�a� � ��Q�� Notary Public in and for the State af Texas ; 1 J� ... _ , � � Amendment No. 3 to City Secretary �ontract No. 20060 �ity of �'o�t N�or�lz, �exas �y�� c�� c�r��l �,�rr�m��a��r;�r� DATE REFERENCE NUMBER LOG NAME PAGE 21��fl2 ��'p$9�� 55EXTENSION 1 of2 SUBJECT AMENDMENT OF CfTY SECRETARY CONTRACT NO. 2Q060, AGREEMENi WITH AL�IANCE AIR MANAGEMENT, LT�. FOR THE MANAGEMENT, OPERATION, AN❑ MAINTENANCE OF THE FORT WORTH ALLiANCE AIRPORT AND E7CTENSION QF TERMS OF RELATED FORT WORTH A�LiANCE AIRPORT I.EASES RECOMMENDATION: I� is recammended that the City Council: 1. Authorize the Ci#y Manager ta amend Ci#y Secretary Contract� No. 2006Q, a Management Agreemeni wit� Alliar�ce Air Manag�ment, Ltd. for the management, operatian, and maintenance af the Fort Worth Al�iance Airport extending the term ar�d reuising the compensation; and ' 2. Authorize an amendment to City Secretary Contract No. 20Q6'f , a Lease Agreement with Alliance Air Services, Inc, extending the term; and 3. Au#harize an amendment to Ciiy Secretary Cantract No. 23512, a Ground L.ease for Parcels 2 and � at Fart Worth Al�iance Airport ext�nding #he term; and �� 4. Autharjze an amendme�t ta City Secre#ary Contract No. 23685, a Ground Lease for Parcel 3 at Fort Worth Alliar�ce Airport extending the term. �- DISCUSSION: On December 9 5, 1993 {Ciiy Secretary Contrac# Na. 20060), a twenty-year Management Agreement was executed with Alliance Air Management, Ltd. (ContractQr} for the management, operatior�, and maintenance of ihe Fort Wo�th Al�iance Airport. On the same date. (City Secretary Confiracf Na. 2Q06� ), a Lease Agreement with Alliance Air Senrices, Inc. was executed far certain pafcels of property on the eastside of Fort Warth Alliance Airport. Under the Managemer�t Ag��ement, the Contractor is abligaied ta operate Fort Worth Alliance Airp�rt as a public airport whife maintaining and repai�ing alf bui{dings, sirUctures, runways, taxiways, roads, and any additions or ins#allatians and att�er property af the City iocated on Fort Worth Aliiance Airport at the Contractor's so�e �xpense. The Cantraetor is also responsible for the administration of construction, subrr�ittal of f�deral and state grant requests, pro�iding aircraft fueling services, all airport markeiing, and making daily depasits o'F all airport revenues in an account establist�ed by the City. . During the first 5 years {1993 to � 998) of t�e.Agreement, fihe City received 0% of the first $�Op,a�O, '�5% of any amount from $500,000 to $1.5 million, and 20?7% of any amount over $�.5 million. Beginning in 1998, #he Ci#y began recei�ing 1�°/fl of any revenue up to $1.5 milGon and 20.7°/a o�e� $1.5 million. To date, the City has received $768,542 under the Agreement. �'ity o�Fo�^t Y�orth, T'exas . �y�r ��ne� ��n��[ ��n;��ty��n DATE REF�RENCE NUMBER LOG NAM� PAGE 219 91a2 �_� �g�� S�EXTENSION I 2 ofi 2 SUBJECT AMENDMENT �F CfTY SECRETARY CONTRACT NO. 20Q60, AGREEMENT WITH ALLlANCE AIR MANAGEMENT, LTD. FOR THE MANAGEMENT, OPERATION, AND MAINTENANCE OF THE FORT WORTH Af.L1ANCE AIRPORT AND EXTEN510N OF TERMS OF RELATED FORT WORTH ALLfANC� AERPORT LEAS�S The Lease Agreement stipufates that the l.essee (AI[iance AEr Services, Inc.) has the right io di�ide the premises into separately platted portions in order to cot�struc# improvements. As those impro�emenfs are constructed, the lease agreement states iF�at a separaie lease agreement will be executed for each portion with a term coinciding with t�e issua�ce of the certifiicate af occupancy far the impro�ement. Ta that end, a separate Iease agreement has been executed for Parcels 2 and �, and one for Parcel 3. Nvw in an eff�rt to esta�lish longer term stability and to increase the City's share, the Contractor requests a 10-year extens,ion with one �0-ye.ar option to re�ew the Management�agreeme�t as well as the l�ease Agre�ment and the separate Ground Leases for Parce[s 2, 5, and 3. ln exchange for the extension, the City's share of �he grvss revenue will remain the same until December 39, 20Q8, but �eginning Jan�ary �, 2009 to December 31, 2013, the City wilf receive 20% �f a�l re�enues. Then, beginning January 1, 2�14 to Decemb�r 31, 2�23, t�e share uvill increase to 25% of a[I re�enues. � Under the p�oposed share agreement, fhe City wil[ receive an additianal $309,288 a�er ihe amount in the c�rrent Management P�greement. If the Management Agreement e�d�d by its term o� December 31, 2D� 3, assuming annual revenues increase by 5%, and annual expenses increase by 3%, the City wifl reap an estima#ed $5,326,3Q3 over the life of #he Manageme�t Agreemeni. if the propased Management Agreement extension is approved, the City wi�l reap an esiimated $�3,764,899 from the beginning of the origina! agresment, an increase of $8,438,366. Due to tt�e propased increase in revenue ta th� City and the bene�t �of proving lor�ger term stability and continuity 'for the management of the Fork Worth Alliance Airport, Ciiy staff recommends t�at the proposed extension be approved. FISCAL IN�'QRMATIONICERTIFlCATIQN: , The Finance Direcior certifie� that the Finance Department, Revenue Office wif! be responsibl� for #he coAection and deposit of �unds due to the City un�er al{ documents referenced herein. MG:n � Submitted for City Manager's � FUND I ACCOLJPIT I CENTER � AMOUNT CTTY SECRETARY I Office by: {to) � PE4Q 491022 0552003 Mike Groomer Originateng Department Head: Lisa A. Pyles Additional Tnformation Contaci: Lisa A. Pyles 6140 � 5403 , (from) I � 5403 � i . � � I AFPROVED a2119/02 i �