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Home My WebLink AboutContract 28549. , �� , �� ,� CC.71�`i��l�C�" B+� , AMEND1i�iE1�TT NO. 1 TO CITY SECRETARY C�1�ITRACT 1�I0. Z3685 FQRT WORTH ALLIANCE AIRPORT �, ��(, :J - i �V�`" FBO GROUND LEASE AGREE1W�EliT SETWEEN CITY OF FORT WORTH ANDFBO PARTNERS, LTD. . ; �, . � i •r r ,4 , This AN1El�TDMENT N�. 1'LO CITY SEC�tETARY COIiTTRACT l�i . 23685, {"Amendment") is entered into by and �etween the CITY OF FORT WORTH, TE S(the "City"), a home rule municipal corporal:on organized under the laws of the State of �as and acting by and through Marc Ott, its duly authorized Assistant City Manager, d FBO PARTI�TERS, LTD. ("Lessee"), a Texa: limited partnership acting by and through M�Thomas Mason, Vice President of Hillwood 'can, a Texas �, by its generai partner Hillwood O�e��g, L,P., a Texas limited partnership, g�neral partner of Lessee. � ;�� _ x�. _ ;_� The following infroductary pravisians are firue and corseci and £orm the basis o#' this Amendment. A. On or about October 14, 1997, the City and Lessee entered xnto City S�crctary Contract No. 236$5 (the "FSO Ground Le�se"), a lease of real property at Fort Worth Alliance Airport, as mare specifically defined and depicted in the FBO Ground Lease. B. The term of the FBO Ground Lease is thirty (30) years. Lessee r�ishes to extend the term by an additional ten (10) years. Article XIV, Sectian 17 of the City's Mznirnum �tandards for Fixad Sasa Qperators and Other Airport Tenanis, a public document adopted by� the Fort Worth City Council on June 16, 1992, limits the term of any lease af property on a City-owned airport to a maximum of thirty (30) years, with an option ar aptions to renew the lease for up to ten (10} additianal years. There�ore, Lessee's request can only be achfeved by amending the Lease to grant Lessee an option to renew the Lease far a ten (10) yeaar term following expira�zon o� tbe initia� thirty {30) year term of the Lease. IiT�W, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknawledged, the City and Lessee agree as follows: 1. Article i(T�rm; No Cross Default) of the Lease is hereby amended by deleting Section 1.1 in zts enrirety and xeplacing it with the fallawing: 1.1. The term of this FBO Ground Lease shall commenee on Septembe� 6, 1996 (which is the date on which the City issued a certificate of occupancy for the FBO Facility and is the "Effeetive Date" as used in this FBO Ground Lease) and shall expire on September 27, 2025, unless sooner terminated in accordance with the provisions hereof ("Initial Term"}, Arnendment No. 1 to City Secretary ConYract No. 23685 Page 1 �� n�'i I � �i�� 1;1 � �� :' % :-- Drr.y�,� ry� 1.1.1 If Lessee performs and abides by all provisions and conditions of this lease, then upan expiration af the Initial Term Lessee will have an option to renew this FBO Ground Lease for an additional term of ten (10) years ("Renewal Term"). Lessee may exercise this option by praviding written notice of its intent to r�ncw this FBO Graund Lease for the Renewal Terrn not less than one (1) year priar to the �xpiration of the Tnitial Term. Jf Lessee exercises its option to renew this FBO Graund Lease for the Renewal Terrn, all terms and conditions of this FBO Ground L�ase shall continue in full force and effect during the Renewal Term. 1.1.2. Not more than three (3) yea rs prior to expiratzon af the Renewal Term, Lessee rnay notify the City in writing of a desire to renew �his FBO Ground Lease for an additional ten (10) year �erm (the "Subsequent Renewal Request"). The City, in the City's sole discretion, may (i) grant the Renewal Request, either by entering into a new lease or, if allowed by then-current laws andlor City regulations, by amending this FBO Graund Lease, or (ii) deny the Renewal Request, provided that the basi� for such denial is not unreasonable under the circurnstances. 2. Unless o�herwise specifically indicated, references in the FBO Graund Lease to the "ierm" of the FBO Ground Lea,se sha11, wi�hout limitation, include the Initial Term and the Renewal Term. 3. All terms in this Amendment that are capitalized but nat de�'ined shall have ihe meanings assigned to them in the Lease. 4. This Amendment cantains the final written expression of the City and Lessee with respect tv the su�ject matter hereof. This Amendment shall be effective upon execution by both the City and Lessee and may be executed in multiples. _ �}� EXECUTED as of the �- �. dayof �r .�,� � � I , 2003. CITY OF FORT WORTH: � By: , /'.� � Marc Ott � Assistant ty Manager Amendment No. l to City Secretary Cont�act No. 23G85 Page 2 ATTEST: By:r _! -�1 -_ Gloria Pe�on City Secretary �'� � �� 'l;�'�nl �iS�iVN�� u�� _ id;,i��G��l� ��1�? . � ' 1 n m :,� �f APPROVED AS TO FORIYI AliTD LEGALTTY: , -- — , By. ,, . � Peter Vaky Assisiant City Attorney M&C No. C-I8972 02-19-Q2 FBO PART1iTERS, LTD.; '�I1` \a i" By: Hil�wood �lp��g, L.P., a Tex�s limited partnersbip, its sole �eneral par�ner ��.i �. � ( ~ =-��- By:Hill�voodD ' n, a Te�as ce�e�en 1� '�? I ��. 9 r�-: and its sole ge�eral partner: /� � �, , �_� .' , By:<-' � +�- i _ r `�'r � o, . �_ ►�v '� M. Thomas Mason Vice President Amendment No. 1 to City Secretary Contract No, 23685 Page 3 ��'s = r A.• „ � � + �� L�� i*�'`'� � �� ' �'� u ��. i ' � '� :Il�� day 1 _ �� Notary Public in and For th� Stat� af Texas Notary Public, St�e of Texas �,... ,�.,,�,�..,..,..��,,,t�:�,� _ �� Yrr� €30�YP1 H BEAF�D F1DThRY Pll�LIC 5TAif QFTEIiAS y,��COi�t�18Sl9q E1CpIflES: D�G�FIO��.R 1 B, 2004 STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned authority, a Notary Pablic in arid for the State of Texas, on this day persanally appeared Marc Ott, known to me to be the parson whose name is subscribed to the foregoing instruxnent, and aclaiowledged to me thafi the same wa� the act of �ie City of Fort Warth and that he executed the same as the act of the City of Fort Worth for the purpases and consideration therein expressed and in the capacity thersin stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this , 24Q3. {� � - �,._�,��.. .. ,. � � ��RYqu�d.. ��i� �� A��L�`'�' Noi�ry/'��uhlic, 5tate af%3�s '�4 0 � VN�}i�� .��Q� �'�J ' �ry;,;;a� Jl�ly 2�, �903 � �� _ , �..,.._a�..�� „��.,�� TATE OF TEX�S corn�rrY o� D�.r�s �'"` �_� � `1�.� �� i�IG[�fe l��LI'lCtG��rnC�� , / �_ I�. _.: � i 1..� This instrument w acknowledged before me on „ �� ..�� '2003, by M. Thomas Mason of Hillwoad ' n, a Texas c�p�, on behalf of said , c.or�xa.f�, in i�s capacity as genera.I partner of Hillwaod O�e�a��L.P., a Texas Iimited ..�artn�rship, on behalf of said limited partnership, in its capacity as general partner of FBO Partners, Ltd., a Texas limited partnership, on behalf af said limited partnership. , �. i k ' Amendment No. 1 to City Secretary Contract No. 23685 � . -� �� W� ��a�� u�� ,�.:,, � ;�: ��.��, � . , City of ' �ort Wo�th, �exas ��r� �nd ��u��n��l ��c��n DATE REF�RENCE NUMBER LOG NAME PAGE 2/�91�2 �_��9�� 55EXTEI�SION 1 o�f 2 sus��cT AMENDMENT QF CITY SECRETARY C4NTRACT NO. 2Q060, AGREEMENT WITH AL.�fANGE AIR MANAGEMENT, LTD. FOR THE MANAG�MENT, OPERATION, AND MAINTENANCE QF THE FORT WORTH ALLIANCE AIRPORT AND EXTENSION OF TERMS OF RELATED FORT WORTH ALLiANCE AIRPORT L�ASES S��ECOMMENDATION: It is recammend�d that the City CounciE: Authorize the City Manager to am�nd City Secretary �.ar�trac! ;�[a. �t�060, a Management Agreement with Al�iance Air Management, L#d, far the management, operation, and maintenance of the Fort Worth Alliance Airpork extendir�g the term ar�d reuising the compensatior�; and ' 2. Authorize an amendment to City Secretary Contract No. 20a61, a Lease Agreem�nt with Alliance Air Services, (nc. extending the term; and 3. Autharize an amendmen# to City Secretary Cor�tract No. 23512, a Graund Lease for Parcels 2 and 5 at For� Wort� Alliance Air�ort extending the fierm; and � 4. Authorize ar� amendment t�o City 5ecretary Cantract Na. 23fi8�, a Ground Lease for Parcel 3 at Fflrt Warth Allianc� Airport extending the term. DiSCIlSSION; � On December 15, � 993 (City Secretary Contract Na. 20�6Q}, a twenty-year Management ,Qgreem�nt was executed with A[liance Air Management, Ltd. (Contractor) for tF�e managemeni, operation, �nd maintenance of the Fort Worth Alliance Airport. On the same da#e (City Secretary Contract No. 20�61), a Lease Agr�ement with AI{iance Air Sen►ices, Inc. was execuied for eertai� parcels of properky on the eastside of Fort Worth Allianc� Airpo�t. Under the Managemen# Agreement, the Gantractor is obligat�d to aperate Fort Worth r'1lliance Airport as a public airport while maintainir�g and repairing all buiidings, strucfures, rur�ways, taxiways, roads, and any additions or installations and ath�r property of the City lacated on Fart Wor�h Alliance Airpart at the Co�tractor's sol� expense. The Contractor is also respansibie �Far the administration af construction, submittal af fiederal and state grant r�quesfs, pro�iding aircraft fueling services, al! airport marketing, and ri�aking daily depQsits at all airport revenues in an accaunt established by the City. During the first 5 years (1983 ta 1998) of the.Agreement, #he City received a% of the first $500,Oa4, 15% of any amount fram $50Q,000 to $1.5 millian, and 20`7% of any amaunt o�er $1.5 million. Beginning in �998, the City began receiving 15°fo of any rev�nue up ta $1.5 millior� and 20.7% over $1.5 miClian. To date, the City has recei�ed $768,542 under the Agreement. C'ity of Fo�� 'orth, T�`exas �� n� ��c�� i�1�1��t1c�� DATE REFERENGE iVLJME3EFZ LOG NAME PAG� 2119102 �.��$g7� � 55EXTENSI4N 2 of2 SUBJECT AMENDMENT OF ClTY SECRETARY CONTRACT NO. 2D�6Q, AGREEMENT WITH ALLIANCE A!R MANAGEMENT, LTD. FOR THE MANAGEMENT, OPERATfON, AND MAINTENANCE 4F THE FORT WORTH ALLIANCE AIRPORT AND EXTENSION OF TERMS OF RELATED FORT WORTH ALLIANCE AIRPORT �.EA5E5 T}�e Lease Agreement stipulates that the Lessee (Alliance Ai� 5er�ices, lnc.) has t�e right #o divide the premises into separately platted partions in order to canstruc# impra�ements. As those improvements are canstructed, the lease agreement states that a separate lease agreement will be executed for each portion with a term caincidi�g with the i�suance af ihe certificate of occupancy for tF�e impra�ement. To that end, a separate Iease agreement has been executed fior Parceis 2 and 5, and one for Parcel 3. Now in an effort to esiablish longer te�-m s#abifity and to increase the Ciiy's share, the Con#ractor requests a 10-�rear extension with ane 1�-year optian to renew th� Management�agreement as well as the Lease Agr�ement and the separate Graund L�ases fior Parceis 2, 5, and 3. In exchange for ihe extension, the Ci#y"s share of the grass revenue will remain the same until December 3� , 2008, �ut beginning Jan�aary 1, 2009 to D�cember 31, 209 3, the City will recei�e 2�% of a11 r��enues. Then, beginning January 9, 2014 to �ecember 31, 2023, the share wi[i increase to 25% of ail re�enues. � �1n8et the �roposed share agreem�nt, t�e City will receiue ar� add�tional $3Q9,288 over the amoUn# in the current Management Agre�ment. If the Management Agre�ment ended by its t�Rn on December 3'f , 2Q13, assuming annual revenues increase by 5%, and annual expenses increase by 3°/a, the City will reap an estimated $5,326,303 aver the life af the Ma�ag�ment Agreement. If the praposed Management Agreement exiension is approved, th� City wiEl rea� an estimated $�3,764,�99 fram the beginr�ing of the original agree�m�nt, an increase vf $8,438,366. Due fo the propos�d increase in revenue to the City a�d the benefit �of prov�ng longer term stability and continuity for the managernen# of the Fart Worth Alliance Airpo�t, City staff recommends that th� proposed extension be approved. . �ISCAL INF4RMATIONICERT[FICATION: The Finance Director certifies that the �inance Departmeni, Rever�ue Office will be responsibfe fflr �he colfection and deposit Of funds due t� the City u�der al1 documents referenced herein. MG:n - Submitted for City Manager's Office by: I Mike Groomer I Originating Department Head: Lisa A. Pyles Addiiional Information Contac#: Lisa A. Pyies � �uNn � (�) PE40 6140 - � 54D3 � (from) 1 54Q3 � ACCOUNT I CENTER � AMOU�iT � CI'TY SECRETARY 491022 Q552003 f � � � � I APAROVED 02/I9/02 � �