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Home My WebLink AboutContract 28552Cl�Y ��l��'�i��7 `.'`-a� CU�iT�3ACT � . . _ -- . �„ . , AMENDMENT 1�Ta. 1 T� CTTY 5ECRET.A.RY CUNTRACT NO. 20061 LEASE AGREEMENT BETWEEN CITY OF FORT WORTH APID ALLIANCE AVIATIQN INVESTORS, L.P. FOR PARCEL N0. 3 AND F�RE STAT�UN 'TRACT AT FQRT WORTH ALLIAI�ICE AIRPORT i � � 1' �� ,,�, �� This AMEI�DMENT liTO. 1 TO CITY SECRETARY COI�TTRACT �li0. 20061, {"Amendmenf") is entered into by and befvveen the CITY OF FORT WORTH, TEXAS (the "City"), a home rule municipal carporation organized under the laws of the State of Texas and acting by arid thraugh Mazc Ott, its duly authorized Assistani City Manager, and ALL�.A,I�10E AVIATION �l�IVESTORS, L.P. ("Lessee"), a Texas carporation, acting by and through Hillr�vood Operating, L.P., Lessee's general partner, -by and through Hiliwood Developrn�nt C�a�t�, HilIwaod Operating, L.P.'s general partner, by and thro�gh M. Tharnas Mason, its duly autharized Vice Presideni. The following introductory provisions are true and correc� and form ihe basis of this Amendment. . A. On ar about November 23, 1993, the City ar�d Less�e entered into City Secretary Coniract No. 20061 (ihe "Lease"), a Xease of real property at Fort Worth Alliance Airport generally known as Parcel No. 3 and the Fire Station Tract, as more spccifically defined and depicted in ihe Lease. B. The ternl of the Lease is thirty (�0) years. Lessee wishes to extend the term by an additional ten (10) years. Article XIV, Seetion 17 of tkie City's Minimum Standards for Fixed Base Operators and Other Airport Tenants, a puhlic doc�zmerit ado}�ted by the Fort Worth City Council on dune 16, 1992, limits tlie term of any lease of property on a City-owned airport to a �naxirnum of thirty (30) years, with an opiian or optians to renew the lease for up to ten (10) additianal years. Theref�re, Lessee can anly be granted by amending the Lease to grant Lessee an option to renew the Lease for a ten (10} year term following expiratian of the initial thirty (30) year ierm of �he Lease. NOW, THEREFORE, for gaod and valuable consideration, the receipt arid adequacy of which are hereby acknowledged, the City and Lesse�; agree as follows: 1. Article 1{Term) of the Lease is hereby amended �y deleting Section 1.1 in i�s entirety and replacing it with the foliowing: 1.1. The term af this leas� shall be for a period of thirty (30) years begirming on September 27, 1995 (which is the date on which the City approved plans and specificatians and issued a building permit �x _th� Initi�l Iinprovements and is the "Effechve Date" as used in this`�I��.,��,te�� ""'� VF�� i ;�}:L'1 r�' u � Amendment No. 1 to City Secretary Contract No. 204b 1 page l I sooner terminated in accordance with the provisians hereoi ("Initial Term"}. 1.1.1 If Lessee perfarms and abides by all �rovisions and conditions of this lease, then upon expiration of tk�.e Initial Term Lessee will have an option to renew this lease for an additiQnal term of ten (1Q) years {��Renewai Term"). Lessee may exercise this option by prnviding written notice of its intent to renew fhis lease for the Rerrewal Terrn not less than one {1} year prior to the expiration of the Initial Te�m. I.£ Lessee exercises its opfiion to renew this lease for the Renewal Terrn, all �erms and conditions of this lease shall continue in full farce and effect during the Renewal Term. � 1.1.2. Not more than three {3) years prior to e�cpiratian of the Renewal Term, Lessee may notify the City in writing of a desire ta renew this Lease for an additional ten {10} yea�r te�rrn (tkf.e "Subsequent Renewal Request"}. The City, in the City's sole discretion, may (i} gran� tlie Renewal Request, either by entering into a new Iease or, if allowed by then-current laws ancUor City ;reguiations, by amending this lease, or (u) deny the Renewal Request, pravided that the basis for such denial is not unreasonable under the circumstances. �. Unless otherwise specifically indicated, references in the Lease to the "terrn" of the Lease shall, without limitation, include the Initial Tertn and the Renewal Term. 3, All terms in this Amendrnent that are capitalized but not defined shall have the meanings assigned to them in the Lease. � 4. This Amendment contains the �nal wriiten expression of the City and Lessee wi�h respect to the subject matter hereof. This Amendment shall be e�'fective upon ex�cution by both the City and Lessee and may be executed in rnultiples. EXECUTED as of the CITY OF FORT WORTH: �y: �Maxc Ott ' � Assistant City Manager � dayof ��_ < < x ATTEST: ` � � B�. �,� -'�, y ►'� � �loria Pearson � City Secre#ary , 20Q3: � - f '�^. ��l�. ' 1 � �[��;� y �� , .. �:� u.: u n i � ��r Amendment No. 1 to City Secretary Coniract No. 20061 Page 2 .� APPROVED AS TO FORM AND LEGALITY: By: ,r, " �,,. Peter Vaky Assistant City Attorney M&C No. C-189'72 02-19-02 ALLIANCE AV7ATIQN INVESTORS, L.p., a Texas lirniie� pa�.nership By: Hiilwood Operating, L.P., a Texas limited partnerslup, its general partner ', . I Y � By: Hillwaad Developm�tit �ra��n, , - �. , � ' � 4 �-: ;� a Texas c��j4 its general partner � � � _ � .-. By. , �,� ,�_ � . 1 r+� ' '-- _ •_ Narne: ��i+��1�I%�� 1�i�� Title: � O/l�� 'IK��Ii�� . � . Amendment No. 1 to Cify Secretary Contract No. 2006I � Page 3 r 0 STATE OF TEXAS COUNTY OF TARRANT � 0 � BEFORE ME, the undersigned autharity, a Notary Public in and for the State of Texas, an this day personally appeared Marc Ott, known to me to be the person whose name is subscribed to the foregaing instrument, and acknowledged to me that the same was the act af the City oi Fo�ri Worth and that he executed the same as t�ie act of the City af Fort Worth for �he purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND 1�ND �EAL QF Ok`FICE this � , 20Q3. a:.� �- ._•--�..�� a�Ry��;�� .::--•i��i� �� 4 �?' :° ^ IVOI�I'y PUEIIEC, SYat� O� TeX88 �:: '��t� My Cornmission Explres , � ��qn°i u+:r� �iFl�I 2�r 2�� , STATE 4F T�EXAS § .� COUNTY OF � - § 1�3 � aay Notary Public :in and for the State of Texas - , , - -- , �.� . � � � , , � This instrument was acicnowledged before me on .�_: _,. _�, ,��, 2003, by . � ; - . I .z� , .,. ,;. . , '� � � -, ,,, .,, , of Hillwond D�veloprnent Go�r�t�i, a Texas -..oc�,��.�n, on Ueha.lf of said cerpv��n, in its capacity as general partner af Hillwood Operating, L.P., a Texas Iimited partnership, on behalf of said liFnited partnership, in its �apacity as general partner of A1liance Aviation Investors, L.P., a Texas limited partnership, on behalf of said limited parinership. . ...,� ! !l��YRt 1f 1�� [��r��re��a��s eos�r��am�ar sxwia�a; � �e�� , sa� , , 1i�i • "i Notary Public, S��te of Texas Anaendment No. 1 to City Secretary Contract No. 20061 . � — , I� � . � r :� � � � M �� .'!�4' L _. . . �'aty a� Fort Wo�th, 7'exas �y�� rn� ��cr��[ �,��r�u��tyc��n DATE REFER�NCE NUMBER LOG NAME PAG� 2�'i g�fl2 C�1 �9i� �SEXTEN510N 1 af 2 suB.��cr qMENDMENT OF CITY SECRETARY CONTRACT NO. 20060, AGREEMENT W1TH ALLIANCE AIR MANAGEMENT, LTD. F'4R THE MANAGEMENT, �PERATION, AN� MAINTENANCE 4F TNE F�RT WORTH ALLIANCE AIRPORT AND EXTENSION OF TERMS OF RELATED FORT WORTH ALLIANCE AIRPORT LEASES RECDMMENDATIQN: 1t is recommended that the City Council: 1. Auihorize the City Manager to amend City Secretary Contract No. 2DQfi�, a Management Agreement with Alliance Air Management, Ltd. for th� management, operation, and rnain�enance of ihe For� Worth Alliance Airport extending the term and revising the compensation; and � 2. Authorize an amendment to City Secretary Cantract No. 20D61, a Lease Agreem�nt with AlEianc� Air Services, 1nc. extenciing the term; and 3. Authorize an amendment to City Secretary Cvntract No. 2359 2, a Ground Lease far Parcels 2 and 5 at F'ort Wvrth Alliance Airpart extending t�e term; and 4. Autharize an amendment ta City Secretary Contraci No. 23685, a Ground Lease for Parcel 3 at Fort Worth Alliance Airport extending the term. DISCUSSION: On December 95, 1993 (City Secretary Contracf No. 2006�), a�twenty-year Managemen� Agreement was executed with Alliance Air Management, Ltd. (Contractar} far th� manageme�t, operatian, and mainfenance of tf�e �ort Worth Al�iance Airport. �n ti�e same date (City Secretary Contract No. 2006'[), a Lease Agreement with Alliance Air Services, lnc. was executed for certain parc�ls af property an the eastside oi Fort Warth Alliance Airport. Under fhe Management Agreement, the Contractor is obligated to apera#e For� Worth Alliance Airport as a public airport whi{e maintaining and repairing ail buildings, structures, runways, taxiways, roads, and any additions or installations and ather �roperty of th� City lacated on Fort Worth AIliance Airport at the Cantractar's sale expense. The Confractor is also responsible for the administration of construction, submittal of federal and stat� grant requests, providing aircraft fue�ing services, all airport marketing, and ma�Cing daily deposiis of all airport revenues in an accouni esfablished by the City. During the first 5 years (1993 to 1998) of th�.Agreement, tE�e City received 0% af the �rst $S�O,OOQ, 15% of a�y amount #rom $500,000 #o $1.� mil[ion, and 20.7% of any amount a�er $1.� million. Beginning in 1998, the City �egan receiving � 5% af any revenue up to $1.5 million and 20.7.% over $1.5 millian. To date, the City has received $768,542 under the Agreemen#. C`ity of 1G'o�t T�o�ih, T'exas �� ` ��11�[��1��At�� DATE REFER�NCE NUMBER LOG NAME PAG� 2119102 �_� �� 55EXTENSION I 2�f 2 SU�iJ�CT AMENDMENT �F CITY SEGRETARY CONTRACT NO. 20fl60, AGREEMENT WITH ALLIANCE AIR MANAGEMENT, LTD. FOR THE MANAGEMENT, OPERATION, AND MA[NTENANGE OF' THE FORT WORTH ALLIANCE AIRPORT AND EXTEN510N OF TERMS OF RELATED FORT WORTH ALl�[ANCE AIRPORT LEAS�S The Lease Agreement stipulates that the Lessee {Ailiance Air Services, Inc.) has #he right to divide the premises ir�to separately p�atted portions ir� order ta canstruct improvements. As those improvements are canstructed, the lease agreement states that a separate lease agreement wi[I be executed for each poriian with a term coinciding with the issuance �f the cer�ificate of accupancy for the improvement. To that end, a separate lease agreement has been executed for Parcels 2 and 5, and one for Parcel 3. Naw in an effart to esfablish longer term stability and to irrcrease the Ci#y's share, the Contractar reques#s a 10-year extension with ane � p-y�ar optian fio renew the Management Agreemeni as wel[ as th� Lease Agreement and the separate Ground Leases for Parcels 2, 5, and 3. In exchange for the extension, the City's share af the gross revenu� will remain the same until December 31, 2aas, but beginning January 9, 2a09 to December 31, 2013, the City wil[ receive 20% af a�l revenues. Ther�, beginning January 1, 2414 #o December 31, 2023, fhe share wifl increase ta 25% of a[I re�enues. Under the proposed share agreement, the City wiil receive an add�tional $309,288 over the amount in the current Management Agreement. If tfi�e Management Agreement ended �y its term on December 31, 2Q13, assuming annual revenues inc�ease by 5%, and annual expenses increase by 3%, #he Ci�y will reap an estimated $5,326,303 over the fife of the Managem�nt Agreement. If the proposed Manag�m�nt Agreement extension is appraved, the City will reap an estimated $13,764,699 fram #he beg�nning of the original agreement, an increase of $8,438,366. Due ta fhe propnsed increase in re►►�nue to th� City and the benefit �of proving lor�ger term stability and continuity for the management of the Fart Worth Alliance Airport, City staff recommends that the proposed extension be approved. FISCAL INF4RMATI�N/CERTIFICATION: The Finance Director certifies that ihe FEnance Department, Revenue Qffice wili �e respor�sible fior the collecfion an� deposit of funds �ue to the Ci#y under alf documents referenced herein. MG:n Submitted for Cify ManAger's Of�ce by: I FUND I ACCOUNT I � {to) � PE40 491�22 614D � � 5403 I (iroin) 5403 � CENTER I AiWIOUN'I' CITY SECRETARY Mike Graomer Or►ginAting Department Head: Lisa A. Pyles Additional inform$tion Contact: Lisa A. Pyles 0552003 APPRO�+`�D 02/19/02