The URL can be used to link to this page

Home My WebLink AboutContract 20061-R1CSC No. 20061-R1 FIRST RENEWAL FOR CITY SECRETARY CONTRACT NO. 20061 PEROT FIELD FORT WORTH ALLIANCE AIRPORT GROUND LEASE AGREEMENT PARCEL 3 AND FIRE STATION TRACT This FIRST RENEWAL TO CITY SECRETARY CONTRACT NO. 20061 ("RENEWAL") is made and entered into by and between the CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the laws of the State of Texas and ALLIANCE AVIATION INVESTORS, L.P. ("Lessee"), a Texas limited partnership. RECITALS The following statements are true and correct and form the basis of this Agreement. WHEREAS, on or about December 15, 1993, Lessar and Lessee entered into City Secretary Contract (CSC) No. 20061 (the "Lease"), a lease of real property at Fort Worth Alliance Airport generally known as Parcel No. 3 and the Fire Station Tract, as more specifically defined and depicted in the Lease; WHEREAS, on or about January 23, 2003, through Mayor and Council Communications (M&C) G18972, Lessor and Lessee entered into CSC No. 28552, Lease Amendment No. 1 to CSC No. 20061 to provide renewal options upon expiration of the Lease for an additional term of ten (10) years ("Renewal Term"); WHEREAS, on or about July 24, 2008, through Mayor and Council Communications (M&C) G22812, Lessor and Lessee entered into CSC No. 37365, Lease Amendment No. 2 to CSC No. 20061 to reflect the installation of the honor guard memorial on the right of first refusal land Parcel No. 4 of the Leased Premises with no additional compensation required. The statue is to be relocated when an aviation purpose arises for the subject area; WHEREAS, through City of Fort Worth Resolution No. 5582-06-2022, dated June 14, 2022, City Council changed the official name of Fort Worth Alliance Airport to Perot Field Fort Worth Alliance Airport; and WHEREAS, Lessor and Lessee wish to exercise the renewal term provided under the Lease, commencing on September 27, 2025, and ending at 11:59 PM on September 26, 2035. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Lessor and Lessee hereby agree as follows: Perot Field Fort Worth Alliance Airport ALL[ANCE AVIATION INVESTORS, L.P. Renewal Option to CSC No. 20061, as amended through CSC No. 28552 Page 1 of 6 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 1. The Lease is hereby renewed and extended for the permitted renewal term of ten (10) years, commencing on September 27, 2025, and expiring at 11:59 PM on September 26, 2035. 2. All other terms and conditions of the Lease shall remain in full force and effect. The statements set forth in the recitals above are true and correct and form the basis upon which Lessor and Lessee have entered into this Agreement. The Lease is a public document on file in Lessor's City Secretary's Office and is incorporated herein by reference for all purposes. All other provisions and conditions of the Lease that are not expressly amended herein or directly in conflict with the provisions and conditions of this Amendment shall remain in full force and effect. [Signature Pages Follow] Perot Field Fort Worth Alliance Airport ALL[ANCE AVIATION INVESTORS, L.P. Renewal Option to CSC No. 20061, as amended through CSC No. 28552 Page 2 of 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples on this the� day of September , 2025. CITY OF FORT WORTH: By: Va)erie Washington (Sep 26, 2025 16:34:42 CDT) Valerie Washington Assistant City Manager Roger M. Venables Aviation Systems Director 09/26/2025 Date: _____________ _ STATE OF TEXAS COUNTY OF T ARRANT § § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Valerie Washington, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GNEN UNDER MY HAND AND SEAL OF OFFICE this _26_t_h ____ day September 2025. ANGELA 0. CHRISP � C'l Notary Public • • STATE OF TEXAS � {' Notary I.D. 134812443 Notary Public in and for the State of Texas ?i'o,@ M Comm. Exp. Mar. 18, 2028 APPROVED AS TO FORM AND LEGALITY: Cartdace 'Pa t/ara By: Candace Pagliara (Sep 26,202 2:58:27 CDT) Candace Pagliara Assistant City Attorney M&C: C-18972 Approval Date: 02/19/2002 Perot Field Fort Worth Alliance Airport ALLIANCE A VIA TIO INVESTORS, L.P. Renewal Option to CSC o. 20061, as amended through CSC No. 28552 Page 3 of6 ATTEST: By:� },. � Jannette S. Goodall City Secretary � C Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. a��aa� Barbara Goodwin Real Property Manager LESSEE: ALLIANCE AVIATION INVESTORS, L.P., a Texas limited partnership By: Hillwood Operating, L.P., a Texas limited partnership, its general partner By: Hillwood Services GP, LLC, a Texas limited liability company, its general partner B . �- � c.-c..�� Name: Ilal'Yl u on Title: _ Executive Vice President STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on as , 2025, by V�fit�� i�m K. ��r►C`�t'} �., V. �, of Hillwood Services GP, LLC, a Texas limited liability company, on behalf of said limited liability company, in its capacity as general partner of Hillwood Operating, L.P., a Texas limited partnership, on behalf of said limited partnership, in its capacity as general partner of Alliance Aviation Investors, L.P., a Texas limited partnership, on behalf of said limited partnership. � ��" LORI A. TICKNOR /„ `� S�Y P�e � �:°,?�;4c,? Notary Public, State o( Texas ��L N7 .� �.+P` Comm. Expires 11-Og-2p27 '�%�°;,;��° Notary ID 10407366 Notary Public, State of Texas Perot Field Fort Worth Alliance Airport ALLIANCE AVIATION INVESTORS, L.P. Renewal Option to CSC No. 20061, as amended through CSC No. 28552 Page 4 of 6 Clty of Forr Worth, Texas ��ar a►nd (�„o�nc�l �,o�rntunicc�t�ian REFEREMCE NUMBER LOG IdAME PAGE 2199102 C_�gg7� 55EXTENSION 1 of2 =�T AMEIdDMENT OF CITY SECRETARY CONTRACT NO. 2006fl, AGREEMENT WITH ALLIANCE AER MANAGEMFNT, LTD. FOR THE MANAGEMENT, OPERATION, AND A�AINTEtdANCE OF THE FORT WflRTH ALLIANCE A�RPQRT ANO EXTENSION OF 7�F2MS OF RELATED FORT WORTH ALLIANCE AIRPORT LEASES REGOMMENDATlON; It is reoommended that the City Council: 1. Authorize the City Putanager to smend City Se�cretary Contract Plo. 2Qd66, a Management Agreement with Alliance Air Management, Ltd. for the management, operation, and maintenance of the Fort WoetE� Allian�ce Air�ort extending th2 term and revising the cflmpensatian; and 2. Auihorize an �mendment to Ciiy Sec�etary Contract No. 20061, a Lease Agreement with Alliance Air Services, Inc. extending the term; and 3. Aufhorize an a�'nendment to City Sec�etary Contract Ido. 23512, a Ground Lease for Paroels 2 and 5 at Fort Worth Alliance Airport extending the terrn; and 4. Authorize ar� amendment ta City Secretary Contract No. 23685, a Ground Lease for Parcel 3 at Fort Worth Alliana� Airport exfending the terrn. DISCUSSION: On Deoember 15, 1993 (City Secretary Confract No. 20060), a twenty-year Management Agreernent was executed with A1liance Air Management, Ltd. (Contractor� for the rnanagement, operation, and maintenance oi the Fort Worth Alliance Airport. On the same date (City Seccetary Contract No. 20061), a Lease Agreement with Alliance Air Services, Inc. was execuied for cert�in parcels of property on the eastside of Fort Vdorth Alliance Airport. tJnder the Mana�ement Agreement, the Contractar is obligated to operate Fort Worth Alliance Airpart as a public airpo�t while maintalni�g and repairing all buildiRgs, structures, runways, taxiways, roads, and any additi�crs or insfiallations a�d other property of ihe City locafed on Fort Worth Alliance Af►port at the Cantrador's sole expense. The Contractor is also resp�onsible fo� the adminishation o� construction, submittal of federal and state grant requests, **rovi�di�g aircraft fweling services, all airpo�rt marketing, and making daily deposits of all airport revenues in an account established by the City. During the first � years (1893 to 1998} of th�e.Agreement, the City received 096 of the first $500,OQ0, 15°,6 of an� amflunt from $500,000 to 51.5 million, and 20,79U of any amount over $1.5 miflion. Beginning in 1998, th�e City began receiving 1596 of any revenue up to $1.5 million and 20.7Yo over $1.5 million. To date, +#ie City has �ceived 5�768,542 under the Agreement. Perot Field Fort Worth Alliance Airport ALLIANCE AVIATIO\' I\VESTORS, L.P. Renewal Option to CSC Nu. 20061, as amended through CSC No. 285>2 Page 5 of6 City of Fort Wort`it, T'exa� �a�ar and �ouncil �amm�nicat��n DATE FtEFEf�ENCE NUMBER LiQG NAME PAGE � 2119IO2 �.�� gg72 55EXTENSI�N 2 af 2 SUBJECT AMEtdDMENT OF CITY SECRETARY CONTRACT NO. 200fi0, AGREEMENT WI7H ALLIANCE AIR MANAGEMENT, LTD. FOR T}-!E MANAGEMENT, OPERATIQN, AND ILq,�INTENA�lCE OF THE FORT WORThi ALLIANCE AIRPORT AND EXTENSION OF TERMS OF RELATED FORT WORTH ALLIANCE AfRPORT LEASES The Lease Agreement stipulates that the Lessee �Alliance Air Services, Inc.) has the right to divide the premises into separately platted portions in order fo oonstruct improvements. As those improvements are constructed, the lease agfeement states that a separate lease agreement will be executed for each portion with a term �inciding with the issuance of the oertif�icats of occupancy for the itnprovement. To that end, a separats lease agreement has been execuied for Paroefs 2 and 5, and one for Parcel 3. hlow in an efCort to establish longer temt st�bility and to incr�ase the Cit�'s share, the Contractar requests a 10-year extension with one 1D-year option to renew the Management Agreement as well as the Lease Agreernent and the separate Ground Leases for Pa�oels 2, 5, and 3. in exchange for the extension, the City's share of the gross revenue will remain the same until Deoember 39 , 2G�78, but be�ginning January 1, 200J to December 31, 2013, the City will receive 2d°k af all reve�r�es. Then, beginning January 1, 2014 to December 31, 2023, the share will increase to 25% of all revenues. Under fhe proposed share agr�meni, the City wili receive an additional $309,288 over the amount in the current M�:nagernent Agreernent. If the Nianagement Agreement ended by its term on December 31, 2p13, assuming annual revenues inGrease by 5°!0, and annual expenses increase by 396, the City urill reap an estimated $5,326,343 over the life of the Management Agreement. If the proposed A�anagement Agreement extension Is approved, the City uuill reap an estimated 513,764,699 from the beginning of the original agreement, an increase of $8,438,366. Due to the praperssd increase in revenue to the City and the benefit of proving langer term stability and continuity for the� management of the Fort Worth Alliance Airport, City staff recamrnends that the p�o�ased exterrs.ion be approved. FISCAL INFORP,AATl4N/CERTIFVCATION: The Finance DirEctor oert�es that the Flnance Department, Revenue Office will be responsible for fhe tx�llectian and depc�sit of funds due to the City under all dacuments referenced herein. MG:n Submitted for City hSaaager's dlPfoe by: Mike Groomcr Uriginntt�g peportmens Hesd Lisa A. Pyles Addidanal Cnformation C'ontaet: Gisn A. Pylcs 6140 5403 5403 �;hn � ACCOUNT I CGNTER I A?►4Uil?�T FE40 f 451022 C1TY SECLYE7'AItY APPROV�D 02'] 9/02 Perot Field Forc Wonh Alliance Airport ALLIANCE AVIATION INVESTORS, L.P. Renewal Option to CSC \,�. 20061, as amended through CSC No. 28552 Page 6 of 6