The URL can be used to link to this page

Home My WebLink AboutContract 28548�fTY ��'�:R�iA��P �7,��J CC�NiRACT �, _ _ _ _, � ,,,_ ._� Al�E1�DIVIENT 1�0. 1 TO CITY SECRETARY CONTRACT 1�i0. 23�12 FORT WORTH ALLIAI�ICE AIRPORT �,� ► �� GROU�;D LEASE AGREEMEI�TT BETWEElei CITY �F FORT WORTH AND AIRPORT BUILDING PARTNERS, LTD. ti ,� ��- �. �� — r ,�4 �.� , E .r-t , � This AMEI'1TDIVIENT NO. 1 TO CITY SECRETARY CONTRACT NO. 23512, s! ("Amendment"} is entered into by and between the CITY OF RT WORTH, TEXA� (the ;"City"j, a hQrne rule municipal corporatian organized under th laws of �he State af Texas and �' acting by and through Marc Ott, its duly authorized Assist City Manager, and AIRPORT BUILDII�TG PARTI�TERB, LTD. (`�Lessee"), a Texas limit partnership acting �y and through :� M. Thamas Mason, t�e Vice President of Hillwood � C1�.r�.al-�..��, a Texas '' �eerpe�kien that is the general partner of Hillwood �g, L.P., a Texas Iimited partnership that is the general partner of Lessee. � j::� �� r,- ,, � �- - - � _� . The foliowing inYroductory provisions are true and correct and %rm the basis of this Anlendment. A. On ar about July 29, 1997, the City and Alliance Aviatian Investors, L,P, entered into City Secretary Contract Na. 23512 (the "Graand Lease"), a lease of real property a� Fort Worth Alliance Airport generally known as Tracts 2 and 5, as more specifically defined and depicted in the Ground Lease. B. Qn ar about F�bruary 5, 1998, Alliance Aviaiion Investors, L.P. assigned all of its rights, titles and interests as tenant under the Ground Lease to Lessee. C. The term of the Ground Leas� is approximately thirty (3Q) years and six (6) months, Lessee wishes to extend the term by an additional ten (10) years. Article �V, Sectian 17 of the City's Minimum Standards for Fixed Base Operators and afiher Airport Tenants, a public document addpted by the Fart Worth City Council ("Council'�) on June 16, 1992, limits the term af any lease af property on a City-own�d airport to a ma.�imum of forty (40) years (thirty (30) years, with an option or options to renew the lease for up to ten (10) additional years, unless a different combination is specifically authorized by the Council, as occurred in this case). Tharefore, L�ssee's request can only be granted, to the gr�atest extent possible, by amending the Lease to grant Lessee an optzon to renew the Lease for a term commencing upon expiration of the original term and expiring on the fortieth anniversary of the Effective Date af the Ground Lease. 11TOW, THEREFQRE, for good and valuable aonsideration, the receipt and adequacy of wh�ich are hereby acknowledged, the City and Lessee agree as follows: 1. Ariicle 1(Term; No Cross Default} of the Lease is hereby amended by deleting the last two sentences of Section 1.1 and adding the following provisions below Secti�n �,-��;; —� � ; �� r�� , �'�� Amendment No. 1 to City Secretary Contract No. 23512 �_ �� Page 1 — — .• - in��'� t�v �H�`� � l.l.l. T�e term of this Ground Lease shall begin on danuary 19, 1999 (which is the date on which the City issued a certificate of occupancy for the Aviation Related Facilities and is the ��Effective Date" as used in this Ground Lease) and shall expire on July 31, 2029 (which is the last day of �he 366th month following the month in which the Effective Date falls) unless sooner terminaCed in accordance with the provisions hereof {��Ynitial Term"). 1.1.2 If Lessee performs and abides by all provisions and conditions of this lease, then upon expiration of the Initial Term Lessee will have an option to renew this Ground Lease for an additianal tarm commencing Augtzst 1, 2029 and expiring January 18, 2039 ("Renewal Term"). Lessee may exercise this option bp providing written notice of its intent to renew this Ground Lease for the Renewal Term not Iess fhaz� one (1) year pr�or to the expiration of the Tnitial Terxn. If Lessee exercises ifs option to renew this Ground Lease for the Rencwal Term, all terms and conditions of this Ground Lease shall continue iu full force and effect during the Renewal Term. 1.1.2. Nat more than tkaree (3) years prior to �xpiratian of the Renewal Term, Lessee may notify the City in writing of a desu'e to renew ihis Grourid Lease far an additional ten (10) year term (the "SUbsequent Renewal Request"}. The City, in ihe City's sole discretion, may (i} grant the Renewal Request, either by entering infio a new lease or, if allowed by then-curreni laws and/or City regulations, by amending this Graund Lease, or (ii) deny the Renewa� Request, provided that the basis for such denial is not unreason�ble eander the circumstanees. �. Unless otherwise specifically indicated, references in the Ground Lease to the "terrn" af the Graund Lease shall, without limifation, include the Initial Term and thc Renewal Term. 3. AlI terms in t�is Amendment that are capitalized but not defined shall have the meanings assigned to them in �he Lease. 4. Tliis Amendment contains the final written expression of the City and Lessee with respect to the subject matter hereof. This Amendment shall be effective upon execution by bath the City and Lessee and may be executed in multiples. . ,� , EXECUTED as of the � �' day of � �� -- . �, „�, , 2003. � Amendment No. 1 to City 5ecretary Contract No. 23512 �'age 2 ;.o,�r. �� !��. r� � ��. �.� �.� CITY OF FORT WORTH: B / Y� Marc Ott L � Assistant Ciry Manager ATTEST• By: � + � .��+t.t.Gr�-t-' Ioria Pearsprti . � City Secreiary APPROVED A5 TO FORIi�I AI�TD LEGALITY: � r��Jl B�: �_ . ...��_, Peter Vaky � Assistaa�t City Attorney M&C No. C-18972 Q2-19-02 AIRPORT BUILDIl�G PARTI�TERS, LTD.: r;-�!• - i+ - ,.�� - - - - t-� ,�„ By: Hillwood �per��g, L.P. � � a Texas limited partnership and its general parkner: i �'' By: Hillwood De�ei�-�ent ►, I I Ce�p�p�ti�, a Texas co.�n and �► � its general partne,� ► _ � � � � [�1..�._. � rG`t � ,��b�l,��,� tbrn� ur�c,y J ,; n gy; f' � � C�y� ��P'i►r�'�. M. Thomas Mason Vice President Amendment No. 1 to City Secretary Contrset No. 23512 Page 3 �{ v '� �� F � ' ��, ��'��, � ----�- --I STATE OF TEXAS CQUNTY OF TARRANT � � BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appear�d Marc Ott, known to me to be the peXson whose name is subscribed to the forcgoing instrument, and acknowledged ta me that the same was the ac# of the Crty of Fort Worth and that he executed the same as the act of the City of Fort Worth far the purposes and considera�ian therein expressed and in the capacity �erein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE tlus , 2003. / 0 �„�,u , ; ,. . , _, � : _��, ', �o�,#.pY�Gs�� lV�i.i �6�16 6.P9l�� ' �; s�� Y �Ub�IC, StBtB 8f �eX85 ' ! �r,,a. , ;�r� MY Comm�ssion Facpire� � ` ''�.� �� July �8, $�03 4-�..�.,� �. — , —"_--==� '• -� � � � STATE OF TEXAS � � day atary Public in and for the State af Texas -,,r COUNTY OF ,� ,.� � t . - `, § , �;- � ,, . _- t . .,. BEFORE ME, the undersigned authority, o Public in and far the �taie of Texas, on this day personally appeared M. Thomas M n, kno n to me to be the person whose name is ___subscribed to th� faregoing instru�ment, acla�owIedg�d ta me that the same was the act of Hillwa�— 'an �d Hillwood 0�e��g, L.P. on behalf of Airpart ` Build'w� Partners, Ltd. and that l�e��xecuted the same as the act af Hiliwood De�v�op��nt CForpnr�n, Hillwood C�e�a�ia�; L.P. and Airport Building Pariners, Ltd. for the pwrposes and consideration therein e�ressed and in the capacity therein stated. GIV�N UNDER MY HAND AND SEAL OF DFFTCE this .�, ,'='' day , � � G , 2003. - - � 1 ' - -. I_ �_ a I._ � -n '., � �- 4: :��Y^��Ye� �o �€A�� Notary Pubiic in ar�d fflr the 5tate of Texas tdOTARYPU9LIC STAI'� OF TEXAS _ � , n aaanissaot� exPiRes: ��Cf�R9��R 16, 2004 �+aes�x�:. Amenrlrnent No. 1 to City 5ccretary Contract No. 23512 � 1�6 �� l� � '�� Y� n�i"t��tl61�� l��s ! �� ity o�`'�ort i�TTorth, T'exas ��r �r�d �� tc�r��a�t;�r� �AT� REFERENCE NVMBER LOG NAME PAGE �� 2 C�� 9%2 55EXTENS l0 N 1 of 2 s�B�ECT AMENDMENT QF CITY SECRETARY C�NTRACT NO. 200G0, AGREEMENT WITH I ALLIANCE AIR MANAGEMENT, LTD. FOR THE MANAGEMENT, OPERATION, AND ! �NIAINTENANGE OF THE FORT WORTH ALLIANCE A�RPQRT AN� EXTENSION OF ' ��'ERMS OF RE�ATE� FOI�T WORTH A�LIANCE AIRPORT LEASES RECOMMENDATION: �I It is recommended ihat the City Council: � 9. Auti�orize the City Ma�nager to amend City ��ecretary �Con#ract R�1a. 20Q6D, a�anagement Agreement with Alfiance Air Management, Ltd. for the ma�agement, operat�on, and maintenance of the Fort Worth A1liance Airpo�t extending the term and revising the compensation; and ' 2. Authorize an amendment ta City Secretary Contract No. 20Q61, a Lease Agreem�nt with Alliance Air Services, lnc. extending #he term; and �: Autharize an amendment to City 5ecretary Cantract IVa. 23512, a Ground Lease for Parcels 2 and 5 at Fvrt Worth A[fance Airport extending the term; and � 4. Auth�rize an amendment ta City Secretary Contract No. 23685, a Ground L,ease far Parcei 3 at Fort Worth Allian�s Air�ort extending the term. DISCUSSION: � On December 1�, 1993 {City 5ecretary Contract No. 200G0}, a tw�nty-year Management Agreement was �xecuted with Alliar�ce Air Ma�agement, Ltd. (Contractor) for the management, aperatio�, and maintenance of the Fort Wflrt}� Alliance Airport. �n the same �ate {City Secretary Contract No. 240�1), a Lease Agreemer�t with Alliance Air Services, lnc. was exec�ted for certain parcefs a�F praperty on �he eastside of Fart Wor�h Aliiance Airport. Under the Management Agreemeni, tF�e Contractor is abligaied to operate Fort Wo�th Alliance Airport as a public airport while mainiaining and repairi�g al� buiEdings, structures, runways, taxiways, roads, and any additions or insta!{ations and other praperty ofi the City Iocated� or� �ort Worth Allianc� Airport at the Contractor's saie expe�se. The Contractor is also responsi�le ��r the administration of construction, submittal of federal and staie grant req�ests, pro�iding aircraf# fueling seivices, a!I airport marketing, an� making daily deposits of alf airport revenues in an aceount established by the City. - During the first 5 years ('�993 ta 19�8) of the.Agreement, the Cify reeeiv�d 0% af the frst $500,000, I 15% of any amount from $50Q,000 to $1.5 million, and 20.`7°10 �f any amount o�er $1.5 millio�. � Beginning in 1998, the City began receiving 15% of any re�enue up to $1.5 million and 20.7% aver $�t.5 million. Ta date, fhe City i�as received $768,542 under the Agreement, �`�ty of Fo�t T�ijorth, T'exas . �r�� n� ��[ ��r��c��r� DATE REFERENCE NUMBER LOG NAME F'AGE ��1D2 C�18912 55EXT�N51�N 2 afi2 SUBJECT AMENDMENT OF CITY SECRETARY C�NTRACT NO. 20060, AGREEMENT WiTH �, ALLIANCE AIR MANAGEMENT, LTD. FOR THE MANAGEMENT, OPERATION, AND ! MAINTENANCE �F �HE FORT WORTH ALLIANCE AlRPORT AND EXTENSfON OF ' TERMS OF RELATED FORT W�RTH ALLIANCE AIRPORT LEASES i Ti�e Lease Agreement stipula#es that the L�ssee (Aliiance Air S�r►rices, Inc.) has the right to divide �h� ' pr�mises into separate[y platted par�ions in order to construct impro�ements. As those� impravements ' are constructed, the lease agreement states t�at a separate lease agreemen# will be executed for each p�rtion wiih a term cainciding with the issuance af the certificate of occupancy for ihe improvement. To that en�, a separat� lease agreement �has be�n executed for Parcels 2 and 5, and one far Parcel 3. Now in an e�Fort to establish longer t�rm stability and to increase the City's share, the Cantractor req�ests a 10-year extension with on.e '!0-year option to renew the Management�agreernent as well as the Lease Agreement a�d t�e separate Groune� Leases for Parce�s 2, 5, and 3. In �xchange for the extensian, the Cit�'s share of t�e gross revenue will remain the same uniil December 3�, 2008, but beginning �anu�ary 1, 20Q9 to December 31, 2013, tF�e City wiil receive 2Q°/8 af all re�enu�s. Then, begir�ning January 1, 2014 to December 31, 2023, the share will increase to 25% of all re�enues. � �Jnder the proposed share agreement, the City will recei�e an additi�nal $309,288 orrer ihe amount in the current Management Agreement. If the Management Agreeme�t ended by its �erm on ❑ecember 39, 2013, assuming annual revenues increase by 5%, and an�ual exper�ses increase.by 3%, the City wEll reap an estimated $5,326,303 o�er the life of the Management Agreement. Ifi the proposed Man�gerr�er�t Agreemeni extension is approued, the City will reap an estimated $13,764,699 from the beginr�irtg of the nriginal agreement, ar� increase of $8,438,366. Due to the prapvs�d increase in revenue to th� City and the benefit'ofi pro�ing {onger term stability and continuity for the management of the Fart Worth AIliance Airpo�t, City staff recommends that the proposed extensifln be approved. FISCAL INFORMAT�ONICERTIFICATION: The Finance Director certi�es tha# the Finance Department, Re�enue OfFice will 6e responsi6le �or the colfeetion and depflsit of funds due to tf�e City under all documents referenced herein. MG:n � Submirted for City Managcr's Office 6y: Mike Grootner Originating llepartment Head: Lisa A. Pyles Additional Informatian Contact: Lisa A. Pyles I FUND I ACCOUI�i'1' � (tp) I PE40 491022 6140 � 5403 (from) 5403 I C�NT�R I AMOUNT CIT'Y SECRETARI' _l__ _ 0552003 � APPROVED 02119/p2 1 � �